|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
|
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
OR
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
|
|
|
|
|
(Address of principal executive offices) |
(Zip Code) |
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
|
— |
|
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The aggregate market value of the voting stock held by non-affiliates of the registrant was $
Number of shares of common stock outstanding as of June 13, 2022:
Documents Incorporated by Reference:
Portions of the registrant's definitive proxy statement relating to its 2022 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. Such proxy statement will be filed with the U.S. Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended May 31, 2022.
ORACLE CORPORATION
FISCAL YEAR 2022
FORM 10-K
ANNUAL REPORT
TABLE OF CONTENTS
|
|
|
|
|
Page |
|
|
|
|
|
|
|
PART I. |
|
|
|
|
|
|
|
|
|
|
|
Item 1. |
|
|
4 |
|
|
|
|
|
|
|
|
Item 1A. |
|
|
18 |
|
|
|
|
|
|
|
|
Item 1B. |
|
|
33 |
|
|
|
|
|
|
|
|
Item 2. |
|
|
33 |
|
|
|
|
|
|
|
|
Item 3. |
|
|
33 |
|
|
|
|
|
|
|
|
Item 4. |
|
|
33 |
|
|
|
|
|
|
|
|
PART II. |
|
|
|
|
|
|
|
|
|
|
|
Item 5. |
|
|
34 |
|
|
|
|
|
|
|
|
Item 6. |
|
|
35 |
|
|
|
|
|
|
|
|
Item 7. |
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
36 |
|
|
|
|
|
|
|
Item 7A. |
|
|
57 |
|
|
|
|
|
|
|
|
Item 8. |
|
|
58 |
|
|
|
|
|
|
|
|
Item 9. |
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
|
58 |
|
|
|
|
|
|
|
Item 9A. |
|
|
59 |
|
|
|
|
|
|
|
|
Item 9B. |
|
|
60 |
|
|
|
|
|
|
|
|
PART III. |
|
|
|
|
|
|
|
|
|
|
|
Item 10. |
|
|
61 |
|
|
|
|
|
|
|
|
Item 11. |
|
|
61 |
|
|
|
|
|
|
|
|
Item 12. |
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
|
61 |
|
|
|
|
|
|
|
Item 13. |
|
Certain Relationships and Related Transactions, and Director Independence |
|
61 |
|
|
|
|
|
|
|
Item 14. |
|
|
61 |
|
|
|
|
|
|
|
|
PART IV. |
|
|
|
|
|
|
|
|
|
|
|
Item 15. |
|
|
62 |
|
|
|
|
|
|
|
|
Item 16. |
|
|
109 |
|
|
|
|
|
|
|
|
|
|
|
116 |
|
|
|
|
|
|
|
Cautionary Note on Forward-Looking Statements
For purposes of this Annual Report, the terms “Oracle,” “we,” “us” and “our” refer to Oracle Corporation and its consolidated subsidiaries. This Annual Report on Form 10-K contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and Section 27A of the Securities Act of 1933, as amended (the Securities Act). These include, among other things, statements regarding:
|
|
• |
the possible impact of the Russia-Ukraine situation on our business, including our belief that our profitability and the generation of positive cash flow from our operations will not be jeopardized by the current situation; |
|
|
• |
our expectations regarding the impacts on our business as a result of the global COVID-19 pandemic; |
|
|
• |
our expectation that we may acquire companies, products, services and technologies to further our corporate strategy as compelling opportunities become available; |
|
|
• |
our expectations regarding the acquisition of Cerner Corporation; |
|
|
• |
our belief that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings, and increase stockholder value; |
|
|
• |
our expectation that, on a constant currency basis, our total cloud and license revenues generally will continue to increase due to expected growth in our cloud services and our license support offerings, and continued demand for our cloud license and on-premise license offerings; |
|
|
• |
our belief that our Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings are opportunities for us to expand our cloud and license business, and that we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud; |
|
|
• |
our belief that we can market our SaaS and cloud infrastructure services to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, low touch and low cost characteristics of the Oracle Cloud; |
|
|
• |
our expectation that substantially all of our customers will renew their license support contracts annually; |
|
|
• |
our belief that Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitate and extract more business value out of the adoption of other Oracle SaaS offerings as customers realize the value of a common data model that spans across core business applications; |
|
|
• |
our belief that our SaaS offerings remove business boundaries between front- and back-office activities; |
|
|
• |
our expectations regarding the ability of the Oracle Autonomous Database to deliver rapid insights and innovation to our customers while also reducing customer downtime and cost; |
|
|
• |
our expectation that current and expected customer demand will require us to accelerate cloud services and license support expenses in order to expand the Oracle Cloud by increasing existing data center capacity and adding additional data centers in new geographic locations, which may result in lower total operating margins in future periods; |
|
|
• |
our expectation that our hardware business will have lower operating margins as a percentage of revenues than our cloud and license business; |
|
|
• |
our expectation that we will continue to make significant investments in research and development, and our belief that research and development efforts are essential to maintaining our competitive position; |
1
|
|
• |
our expectation that our international operations will continue to provide a significant portion of our total revenues and expenses; |
|
|
• |
our expectation that variable expenditures that were curtailed primarily in response to COVID-19 may normalize in future periods provided global economic and health conditions improve; |
|
|
• |
our expectation that the proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues will continue to increase; |
|
|
• |
the sufficiency of our sources of funding for working capital, capital expenditures, contractual obligations, acquisitions, dividends, stock repurchases, debt repayments and other matters; |
|
|
• |
our belief that we have adequately provided under U.S. generally accepted accounting principles for outcomes related to our tax audits and that the final outcome of our tax-related examinations, agreements or judicial proceedings will not have a material effect on our results of operations, our belief that our net deferred tax assets will likely be realized in the foreseeable future, and our expectations regarding the “Build Back Better Act” budget reconciliation bill; |
|
|
• |
our belief that the outcome of certain legal proceedings and claims to which we are a party will not, individually or in the aggregate, result in losses that are materially in excess of amounts already recognized, if any; |
|
|
• |
our expectation that certain litigation related charges will not recur; |
|
|
• |
the possibility that certain legal proceedings to which we are a party could have a material impact on our financial position, future cash flows and results of operations; |
|
|
• |
the timing and amount of expenses we expect to incur; |
|
|
• |
the cost savings we expect to realize pursuant to our Fiscal 2022 Oracle Restructuring Plan; |
|
|
• |
declarations of future cash dividend payments and the timing and amount of future stock repurchases, including our expectation that the levels of our future stock repurchase activity may be modified in comparison to past periods in order to use available cash for other purposes; |
|
|
• |
our expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements; |
|
|
• |
our expectations regarding the performance of our investments in marketable and non-marketable equity securities and the timing and amount of changes in fair value of these investments; |
|
|
• |
our expectation that, to the extent customers renew support contracts or cloud SaaS and OCI contracts from companies that we have acquired prior to fiscal 2022, we will recognize revenues for the full contracts’ values over the respective renewal periods; |
|
|
• |
our ability to predict revenues, particularly certain cloud license and on-premise license revenues and hardware revenues; |
|
|
• |
the percentages of remaining performance obligations that we expect to recognize as revenues over respective future periods; |
|
|
• |
our expectation that the financial impacts of standard warranty or service level provisions in our revenue arrangements will continue to be insignificant; |
as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may be preceded by, followed by or include the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “strives,” “endeavors,” “estimates,” “will,” “should,” “is designed to” and similar expressions. We claim the protection of the safe harbor for forward-looking statements contained in the Exchange Act and the Securities Act for all forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about our business that could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in “Risk Factors” included elsewhere in this Annual Report and as may be updated in
2
filings we make from time to time with the U.S. Securities and Exchange Commission (the SEC), including our Quarterly Reports on Form 10-Q to be filed by us in our fiscal year 2023, which runs from June 1, 2022 to May 31, 2023.
We have no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or risks, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. New information, future events or risks could cause the forward-looking events we discuss in this Annual Report not to occur. You should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this Annual Report.
3
PART I
|
Item 1. |
Business |
Oracle provides products and services that address enterprise information technology (IT) environments. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise deployments, cloud-based deployments, and hybrid deployments (an approach that combines both on-premise and cloud-based deployment) such as our Oracle Cloud@Customer offering (an instance of Oracle Cloud in a customer’s own data center). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Our customers include businesses of many sizes, government agencies, educational institutions and resellers that we market and sell to directly through our worldwide sales force and indirectly through the Oracle Partner Network. Using Oracle technologies, our customers build, deploy, run, manage and support their internal and external products, services and business operations including, for example, a global cloud applications developer that utilizes Oracle Cloud Infrastructure (OCI) to power its software-as-a-service (SaaS) offerings; a multi-national financial institution that runs its banking applications using the Oracle Exadata Database Machine; and a global consumer products company that leverages Oracle Fusion Cloud Enterprise Resource Planning for its accounting processes, consolidation and financial planning functions.
Oracle Cloud Services offerings, which include Oracle SaaS and OCI offerings, provide comprehensive and integrated applications and infrastructure services delivered via cloud-based deployment models. Oracle Cloud Services integrate the IT components, including software, hardware and services, on a customer’s behalf in a cloud-based IT environment that Oracle deploys, manages, supports and upgrades for the customer and that a customer may access utilizing common web browsers via a broad spectrum of devices.
Oracle Cloud Services are designed to be rapidly deployable to enable customers shorter time to innovation; intuitive for casual and experienced users; easily maintainable to reduce upgrade, integration and testing work; connectable among differing deployment models to enable interchangeability and extendibility between IT environments; compatible to easily move workloads between the Oracle Cloud and other IT environments; cost-effective by requiring lower upfront customer investment; and secure, standards-based and reliable.
Oracle cloud license and on-premise license deployment offerings include Oracle Applications, Oracle Database and Oracle Middleware software offerings, among others, which customers deploy using IT infrastructure from the Oracle Cloud or their own cloud-based or on-premise IT environments. Substantially all customers, at their option, purchase license support contracts when they purchase an Oracle license.
Oracle hardware products include Oracle Engineered Systems, servers, storage and industry-specific products, among others. Customers generally opt to purchase hardware support contracts when they purchase Oracle hardware products.
Oracle also offers services to assist our customers and partners to maximize the performance of their Oracle purchases.
Providing choice and flexibility to Oracle customers as to when and how they deploy Oracle applications and infrastructure technologies is an important element of our corporate strategy. We believe that offering customers broad, comprehensive, flexible and interoperable deployment models for Oracle applications and infrastructure technologies is important to our growth strategy and better addresses customer needs relative to our competitors, many of whom provide fewer offerings, more restrictive deployment models and less flexibility for a customer’s transition to cloud-based IT environments.
Our investments in, and innovation with respect to, Oracle products and services that we offer through our three businesses (cloud and license, hardware and services businesses, described further below) are another important element of our corporate strategy. In fiscal 2022, 2021 and 2020, we invested $7.2 billion, $6.5 billion and $6.1 billion, respectively, in research and development to enhance our existing portfolio of offerings and to develop new technologies and services. We have a deep understanding as to how applications and infrastructure technologies interact and function with one another including through the use of OCI to power our Oracle Fusion SaaS Applications, which we and our customers use to run internal business processes. We focus our development efforts on improving the performance, security, operation, integration and cost-effectiveness of our offerings
4
relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies within our offerings to enable leaner business processes, automation and innovation. For example, the Oracle Autonomous Database is designed to deliver transformational infrastructure as an OCI offering that utilizes machine learning capabilities. After an initial purchase of Oracle products and services, our customers can continue to benefit from our offerings, research and development efforts and deep IT expertise by electing to purchase and renew Oracle support offerings for their license and hardware deployments, which may include product enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud Services contracts with us.
Our selective and active acquisition program is another important element of our corporate strategy. We believe that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings, and increase stockholder value. We have invested billions of dollars over time to acquire a number of companies, products, services and technologies that add to, are complementary to, or have otherwise enhanced our existing offerings, including our acquisition of Cerner Corporation in June 2022 (see Note 2 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional information). We expect to continue to acquire companies, products, services and technologies to further our corporate strategy.
We have three businesses, cloud and license, hardware, and services, and each is comprised of a single operating segment. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 14 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments.
Oracle Corporation was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.
Recent Global Events
Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022. Neither of the aforementioned countries, nor Ukraine, have composed or are expected to compose a material portion of Oracle’s total consolidated revenues, net income, net assets, or workforce. Our business was also affected by the impacts of COVID-19 during the fiscal 2022 and 2021 periods presented in this Annual Report. For additional discussion of these matters and their impacts to Oracle, and a more complete discussion of the risks we encounter in our business, please refer to Item 1A Risk Factors and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, each of which are included elsewhere in this Annual Report.
Oracle Applications and Infrastructure Technologies
Oracle’s comprehensive portfolio of applications and infrastructure technologies is designed to address an organization’s IT environment needs including business process, infrastructure and applications development requirements, among others. Oracle technologies are based upon industry standards and are designed to be enterprise-grade, reliable, scalable and secure. Oracle applications and infrastructure technologies including database and middleware software as well as enterprise applications, virtualization, clustering, large-scale systems management and related infrastructure products and services are the building blocks of Oracle Cloud Services, our partners’ cloud services, and our customers’ cloud IT environments. Oracle applications and infrastructure offerings are marketed and sold through our cloud and license, hardware, and services businesses and are delivered through the Oracle Cloud, or through other IT deployment models including cloud-based, hybrid and on-premise deployments. We believe Oracle applications and infrastructure offerings enable flexibility, interoperability and choice to best meet customer IT needs.
We believe that our Oracle Cloud Services offerings are opportunities for us to continue to expand our cloud and license business. We believe that our customers increasingly recognize the value of access to the latest versions of Oracle cloud-based applications and infrastructure capabilities via a lower cost, rapidly deployable, flexible and interoperable services model that Oracle provisions, manages, upgrades and maintains on our customers’ behalf. We believe that we can market and sell our Oracle SaaS and OCI offerings together to help new and existing customers migrate their extensive installed base of on-premise and cloud-based applications and infrastructure
5
technologies to the Oracle Cloud, and we believe we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud. In addition, we also believe we can market our Oracle SaaS and OCI services to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, ease of access, low touch and low cost characteristics of the Oracle Cloud.
In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services deployment models has increased. To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure licenses and license support contracts to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues has increased and our cloud services and license support revenues represented 71% of our total revenues during each of fiscal 2022 and 2021 and 70% of our total revenues during fiscal 2020. We expect these trends to continue.
Oracle Applications Technologies
Oracle applications technologies are marketed, sold, delivered and supported through our cloud and license business. Our applications cloud services and license support revenues represented 42%, 41% and 40% of our total cloud services and license support revenues during fiscal 2022, 2021 and 2020, respectively. Oracle applications offerings include our Oracle Cloud SaaS offerings, which are available for customers as a subscription, and Oracle applications license offerings, which are available for customers to purchase for use within the Oracle Cloud, and other cloud-based and on-premise IT environments, and include the option to purchase related license support. Regardless of the deployment model selected, our applications technologies are designed to reduce the risk, cost and complexity of our customers’ IT infrastructures, while supporting customer choice with flexible deployment models that readily enable performance, agility, compatibility and extendibility. Our applications technologies are generally designed using industry standard architectures to manage and automate core business functions across the enterprise, as well as to help customers differentiate and innovate in those processes unique to their industries or organizations. We offer applications that are deployable to meet several business automation requirements across a broad range of industries. We also offer industry-specific applications, which provide solutions to customers in the automotive, communications, construction and engineering, consumer goods, energy and water, financial services, food and beverage, government and education, healthcare, high technology, hospitality, industrial manufacturing, life sciences, media and entertainment, oil and gas, professional services, retail, travel and transportation, and wholesale distribution industries, among others.
Oracle Cloud Software-as-a-Service (SaaS)
Oracle’s broad spectrum of Oracle Cloud SaaS offerings provides customers a choice of software applications that are delivered via a cloud-based IT environment that we deploy, manage, upgrade and support, and that customers purchase by entering into a subscription agreement with us for a stated period. Customers access Oracle Cloud SaaS offerings utilizing common web browsers via a broad spectrum of devices. Our SaaS offerings are built upon open industry standards such as SQL, Java and HTML5 for easier application accessibility, integration and development. Our SaaS offerings represent an industry leading business innovation platform, leveraging Oracle’s Next-Generation Cloud Infrastructure, and include a broad suite of modular, next generation cloud software applications spanning all core business functions including, among others:
|
|
• |
Oracle Fusion Cloud Enterprise Resource Planning (ERP), which is designed to be a complete, global and integrated ERP solution to help organizations improve decision making and workforce productivity, and to optimize back-office operations by utilizing a single data and security model with a common user interface; |
|
|
• |
Oracle Fusion Cloud Enterprise Performance Management (EPM), which is designed to analyze financial performance, drive accurate and agile financial plans, optimize the financial close and consolidation process, streamline account reconciliation and satisfy an organization’s reporting requirements; |
6
|
|
• |
Oracle Fusion Cloud Supply Chain and Manufacturing Management (SCM), which is designed to help organizations create, optimize and digitize their supply chains and innovate products quickly; |
|
|
• |
Oracle Fusion Cloud Human Capital Management (HCM), which is designed to help organizations find, develop and retain their talent, enable collaboration, provide complete workforce insights, improve business process efficiency, and enable users to connect to an integrated suite of HCM applications from any device; |
|
|
• |
Oracle Fusion Sales, Service and Marketing, which are modules that are designed to be complete and integrated solutions to help organizations deliver consistent and personalized customer experiences across their customer channels, touch points and interactions; |
|
|
• |
NetSuite Applications Suite, which is designed to be a unified, cloud-based applications suite to run a company’s entire business and includes financials and ERP, customer relationship management, human resources, professional services and commerce, among others. Our NetSuite applications are generally marketed to small to medium-sized organizations; and |
|
|
• |
Oracle Advertising, which enables organizations to leverage their own data and consumer data to inform and measure marketing strategies and programs. |
In addition, we offer several cloud-based industry solutions to address specific customer needs within certain industries including communications, construction and engineering, education, financial services, government, healthcare, hospitality, manufacturing, and retail, among others.
Customers, partners and other interested parties may elect to subscribe to Oracle applications and infrastructure training and certification programs through a variety of online, cloud-based learning subscriptions offered by Oracle University. Learners generally have unlimited access to course content delivered during the subscription period.
We believe that the comprehensiveness and breadth of our SaaS offerings as a business innovation platform differentiate us from many of our competitors that offer more limited or specialized applications. Our SaaS offerings are designed to support connected business processes in the cloud and are centered on an intuitive and conversational user experience, a responsive, open and flexible business core, and a common data model. We believe Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitating and extracting more business value out of the adoption of other Oracle SaaS offerings, such as Oracle Fusion Cloud HCM and Oracle Fusion Cloud EPM, as customers realize the value of a common data model that spans across core business applications. We believe our SaaS offerings remove business boundaries between front- and back-office activities. Our SaaS offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on Oracle’s Next-Generation Cloud Infrastructure. These SaaS capabilities are designed to simplify customer IT environments, reduce time to implement and upgrade, enable agility, reduce risk, provide an intuitive user experience for casual and experienced users, and enable customers to focus resources on business growth opportunities. Our SaaS offerings are also designed to natively incorporate advanced technologies such as Internet-of-Things (IoT), artificial intelligence, machine learning, blockchain, digital assistants and advances in the “human interface” and how users interact with Oracle Cloud SaaS offerings within a business context or to augment human capabilities to enhance productivity.
Oracle Applications Licenses
Customers have the ability to license Oracle Applications, including Oracle E-Business Suite, PeopleSoft, JD Edwards and Siebel applications, among others, for use within the Oracle Cloud or within their own cloud-based or on-premise IT environments. These licensed applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, Customer Experience, and industry-specific applications, as described above, among others.
We provide customers the option to purchase license support contracts in connection with the purchase of Oracle Applications licenses.
7
Oracle License Support
Oracle license support offerings are marketed and sold as a part of our cloud and license business. Substantially all of our customers opt to purchase license support contracts when they purchase Oracle applications and infrastructure licenses to run within the Oracle Cloud or other cloud-based and on-premise IT environments. We believe our license support offerings protect and enhance our customers’ investments in Oracle applications and infrastructure technologies because they provide proactive and personalized support services including Oracle Lifetime Support and unspecified license enhancements and upgrades during the term of the support period. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. Our license support contracts are generally priced as a percentage of the net fees paid by the customer to purchase the license, are typically one year in duration and are generally billed to the customer annually in advance.
Oracle Infrastructure Technologies
Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business and through our hardware business. Our infrastructure technologies are designed to be flexible, cost-effective, standards-based, secure and high-performance in order to facilitate the development, running, integration, management and extension across an organization’s cloud-based, on-premise and hybrid IT environments.
Our cloud and license business’ infrastructure technologies include the Oracle Database, which is the world’s most popular enterprise database; Java, which is the computer industry’s most widely-used software development language; and middleware including development tools, among others. These infrastructure technologies are available through a subscription to our OCI offerings or through the purchase of a license and related license support, at the customer’s option, to run within the Oracle Cloud, as a part of a customer’s on-premise cloud services, and in other customer IT environments. Our OCI offerings also include cloud-based compute, storage and networking capabilities, among others, and new and innovative services such as Oracle Autonomous Database (described further below), MySQL HeatWave and emerging technologies such as IoT, digital assistant, and blockchain.
Our hardware business’ infrastructure technologies consist of hardware products and certain unique hardware-related software offerings and include Oracle Engineered Systems, enterprise servers, storage solutions, industry-specific hardware, virtualization software, operating systems, management software, and related hardware services, including hardware support at the customer’s option. Our customers utilize Oracle hardware products and related offerings in their cloud-based, on-premise or hybrid environments to run their internal business operations and to deliver products and services to their customers.
We design our infrastructure technologies to work in our customers’ on-premise IT environments that may include other Oracle or non-Oracle hardware or software components. Our flexible and open approach also provides Oracle customers with a choice as to how they can utilize and deploy Oracle infrastructure technologies: through the use of Oracle Cloud offerings; on-premise in our customers’ data centers; or a hybrid combination of these two deployment models, such as in the Oracle Cloud@Customer deployment model (described further below). We focus on the operation and integration of Oracle infrastructure technologies to make them easier to deploy, extend, interconnect, manage and maintain for our customers and to improve computing performance relative to our competitors’ offerings. For example, the Oracle Exadata Database Machine integrates multiple Oracle technology components to work together to deliver improved performance, availability, scalability, security and operational efficiency of Oracle Database workloads relative to our competitors’ products.
Oracle Infrastructure Technologies – Cloud and License Business Offerings
Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business. Our infrastructure cloud services and license support revenues represented 58%, 59% and 60% of our total cloud services and license support revenues during fiscal 2022, 2021 and 2020, respectively.
8
Oracle Cloud Infrastructure (OCI)
OCI offerings are based upon Oracle’s Next-Generation Cloud Infrastructure and are designed to deliver our infrastructure technologies as a service including compute, storage and networking services. OCI offerings include our Oracle Autonomous Database offerings, among others, that Oracle runs, manages, upgrades and supports on behalf of the customer. We typically charge a prepaid fee that is decremented as the OCI services are consumed by the customer over a stated time period. By utilizing OCI, customers can leverage the Oracle Cloud for enterprise-grade, high performance, scalable, cost-effective and secure infrastructure technologies that are designed to be rapidly deployable and provide real-time elasticity while reducing the amount of time and resources normally consumed by IT processes within on-premise environments. OCI is designed to be differentiated from other cloud vendors to provide better security by separating cloud control code computers from customer data compute nodes. Customers use OCI to build and operate new cloud-native applications, to run new workloads and to move their existing Oracle or non-Oracle workloads to the Oracle Cloud from their on-premise data centers or from other cloud-based IT environments, among other uses. We continue to invest in OCI to improve features and performance; to expand the catalog of cloud-based infrastructure tools and services that we provide; to increase the capacity and geographic footprint to deliver these services; to simplify the processes for migrating workloads to the Oracle Cloud; and to provide customers with the ability to run workloads across different IT environments, the Oracle Cloud as well as other third-party clouds in a hybrid deployment model.
Oracle customers and partners utilize OCI offerings for platform-related services that are based upon the Oracle Database, Java and Oracle Middleware, including open source and other tools for a variety of use cases across data management (including the use of Oracle Autonomous Database and MySQL HeatWave), applications development, integration, content management, analytics, IT management and governance, security, and rapidly emerging technologies such as machine learning. OCI machine learning features are designed to be embedded into customer applications for a variety of predictive use cases including, among others, the servicing of machine parts that are at risk of failing, the stocking of retailer store shelves, and the financial modeling to stay within a business’ forecasts.
Oracle customers and partners also utilize OCI offerings for highly-scalable, available, and secure compute, storage and networking services. OCI compute services range from virtual machines to graphics processing unit-based offerings to bare metal servers and include options for dense I/O workloads and high performance computing. OCI storage offerings include block, object and archive storage services. In addition, our OCI offerings include networking, connectivity, and edge services that help connect customer data centers and third-party clouds, such as Microsoft Azure, with our OCI services for the creation of distributed and multi-cloud architectures.
In addition to the full suite of OCI offerings delivered by dozens of Oracle public cloud regions across the globe, we provide our customers with flexibility by offering certain OCI services within a customer’s own data center to address customer latency requirements and address restrictions imposed upon customers that operate in certain regulated industries, entities or jurisdictions. Oracle Cloud@Customer is designed to enable customers to run Oracle Autonomous Database or Oracle Database in their own data centers behind their firewalls while having the services managed by Oracle. Oracle Dedicated Region Cloud@Customer is designed to enable customers to bring a self-contained OCI instance into their data centers while accessing a substantial portfolio of OCI and Oracle SaaS offerings. Oracle Roving Edge Infrastructure offerings are designed to enable customers to access cloud computing and storage services at the edge of networks and in generally disconnected locations in order to accelerate deployment of cloud workloads outside of the data center.
Oracle Database Licenses
Oracle Database is the world’s most popular enterprise database and is designed to enable reliable and secure storage, retrieval and manipulation of all forms of data. Oracle Database is licensed throughout the world by businesses and organizations of all sizes for a multitude of purposes, including, among others: for use within the Oracle Cloud to deliver our Oracle SaaS and OCI offerings; for use as a cloud license by a number of cloud-based vendors as a component of their respective cloud offerings; for packaged and custom applications for transaction processing; and for data warehousing and business intelligence. Oracle Database may be deployed in various IT
9
environments including Oracle Cloud, Oracle Cloud@Customer and Dedicated Region Cloud@Customer environments, other cloud-based IT environments, and on-premise data centers, among others. Oracle Database Enterprise Edition is available with a number of optional add-on products to address specific customer requirements. As described above, customers may elect to purchase license support for Oracle Database licenses. We also offer Oracle Database as a cloud service, such as with OCI’s Exadata Cloud Service and Database Cloud Service.
In addition to the Oracle Database, we offer a portfolio of specialized databases to address specific customer requirements including MySQL, the world’s most popular open source database, as a cloud service and an on-premise offering.
Oracle Autonomous Database
Oracle Autonomous Database is designed to deliver performance and scale for enterprise database workloads with automated database operations and policy-driven optimization by combining certain Oracle infrastructure technologies including the Oracle Database, Oracle’s Next-Generation Cloud Infrastructure, Oracle Exadata, and native machine learning capabilities, among others. Oracle Autonomous Database is designed to be self-driving, automating routine database administration tasks including maintenance, tuning, patching, security and backup. Oracle Autonomous Database is engineered to lower labor costs and reduce human error while using machine learning-driven diagnostics for fault prediction and error handling and is also engineered to provide automatic threat detection and remediation. Oracle Autonomous Database is designed to enable on-demand, automatic scaling of database resources combined with consumption-based pricing in order to help organizations lower costs by paying only for resources used. The integration of Oracle Autonomous Database with other Oracle Cloud Services, such as Java Cloud and the Oracle APEX low-code service, along with open interfaces and integrations, is designed to provide developers with a modern, open platform to develop new and innovative applications.
For analytics workloads, Oracle Autonomous Database is designed to provide customers with easy-to-use analytics tools and machine learning capabilities that are accelerated using Oracle Exadata’s scale-out infrastructure. We believe Oracle Autonomous Database’s built-in developer capabilities and automation will enable organizations to:
|
|
• |
quickly deploy new data marts and data warehouses; |
|
|
• |
move existing ones to the cloud; and |
|
|
• |
create data lake houses. |
All of which is designed to enable organizations to gain new insights into customer behavior, more accurately anticipate future demand, align workforce deployment with business activity forecasts and accelerate the pace of operations, among other benefits. For transaction processing workloads, Oracle Autonomous Database is designed to enable organizations to safely run a complex mix of high-performance transactions. It is also designed to enable organizations to efficiently support dynamic workloads, conduct real-time analysis of transactional data and lower administration costs.
Oracle Autonomous Database offers the following options, among others:
|
|
• |
Shared Exadata Cloud Infrastructure, which is designed to provide a simple and elastic deployment choice in OCI regions where Oracle autonomously operates all aspects of the database lifecycle, including database placement, backup and software updates; |
|
|
• |
Dedicated Exadata Cloud Infrastructure, which is designed to provide dedicated compute, storage, networking and database resources for a single tenant in OCI regions, enabling high levels of security isolation and governance, customizable operational policies for autonomous operations, workload placement and optimization, availability, over-provisioning and peak usage; and |
|
|
• |
Exadata Cloud@Customer Infrastructure, which is designed to be deployed in customer data centers to provide the characteristics of a private, on-premise cloud but with cloud automation, consumption pricing, and Oracle management of the infrastructure and software. |
10
Oracle Middleware Licenses
We license our Oracle Middleware, which is a broad family of integrated application infrastructure software, for use in the Oracle Cloud, other cloud-based environments, on-premise data centers and related IT environments. Oracle Middleware is designed to enable customers to design and integrate Oracle and non-Oracle business applications, automate business processes, scale applications to meet customer demand, simplify security and compliance, manage lifecycles of documents and get actionable, targeted business intelligence. Built with Oracle’s Java technology platform, Oracle Middleware products are designed to be flexible across different deployment environments—cloud, on-premise or hybrid—as a foundation for custom, packaged and composite applications, thereby simplifying and reducing time to deployment. Oracle Middleware is designed to protect customers’ IT investments and work with both Oracle and non-Oracle database, middleware and applications software through an open architecture and adherence to industry standards. In addition, Oracle Middleware supports multiple development languages and tools, which enables developers to flexibly build once and deploy applications globally across websites, portals and cloud-based applications utilizing a variety of IT environments.
Among our other middleware license offerings, we license development tools, such as Oracle WebLogic Server for Java application development, and Oracle Identity Manager, which automates user identity provisioning and allows enterprises to manage the end-to-end lifecycle of user identities across all enterprise resources. Organizations may elect to purchase license support, as described above, for Oracle Middleware licenses at their option. We also offer certain of our middleware capabilities as a part of our OCI offerings.
Java Licenses
Java is the world’s most popular programming language that is used to deliver cloud development and deployment services, microservices, analytics, data management, blockchain, security, and continuous integration tools for numerous platforms and technologies including websites, enterprise and consumer applications, embedded devices and large-scale systems. Java is designed to enable developers to write software on a single platform and run it on many other different platforms, independent of operating system and hardware architecture. Java has been adopted by both independent software vendors (ISVs) that have built their products using Java and by enterprise organizations building custom applications or consuming Java-based ISV products. Oracle is the steward of the Java platform and ecosystem. Customers generally purchase Java offerings through subscriptions that include licenses and support services. Oracle’s Java offerings are used by customers to support their Java deployments and to stay current with the latest security updates and other technology innovations.
Oracle Infrastructure Technologies – Hardware Business Offerings
Oracle infrastructure technologies are also marketed, sold and delivered through our hardware business, including a broad selection of hardware products and related hardware support services to power cloud-based and on-premise IT environments.
Oracle Engineered Systems
Oracle Engineered Systems are core to our cloud-based and on-premise data center infrastructure offerings. Oracle Engineered Systems are pre-integrated products, combining multiple unique Oracle technology components, including database, storage, operating system, and management software with server, storage, networking hardware and other technologies. Oracle Engineered Systems are designed to work together to deliver improved performance, scalability, availability, security and operational efficiency relative to our competitors’ products; to be upgraded effectively and efficiently in a non-disruptive manner; and to simplify maintenance cycles and improve security by providing a single solution for patching. For example, Oracle Exadata Database Machine is an integrated platform that is optimized for running Oracle Database, achieving higher performance, scalability and availability at a lower cost by combining Oracle Database, storage and operating system software with Oracle server, storage and networking hardware. We offer certain of our Oracle Engineered Systems, including the Oracle Exadata Database Machine, among others, through flexible deployment options, including on-premise, as a cloud offering in OCI, and as a hybrid cloud offering in customer data centers.
11
Oracle Servers
We offer a wide range of Oracle server products that are designed for mission-critical enterprise environments and that are key components of our Oracle Engineered Systems and Oracle Cloud offerings. We have two families of server products: those based on the Oracle SPARC microprocessor, which are designed to be differentiated by their reliability, security and scalability specifically for UNIX environments; and those using x86 microprocessors. By offering a range of server sizes and microprocessors, customers are offered the flexibility to choose the types of servers that they believe will be most appropriate and valuable for their particular IT environments.
Oracle Storage
Oracle storage products are engineered for cloud, on-premise and hybrid IT environments and designed to securely store, manage, protect and archive customers’ mission-critical data assets generated by any database or application. Oracle storage products combine flash, disk, tape and server technologies with optimized software and unique integrations with the Oracle Database offering greater performance and efficiency and lower total cost relative to our competitors’ storage products. Certain of our storage products provide integration with Oracle Cloud Services for backup and archiving.
Oracle Industry-Specific Hardware Offerings
We offer hardware products and services designed for certain specific industries including, among others, our point-of-sale terminals and related hardware that are designed for managing businesses within the food and beverage, hotel and retail industries; and hardware products and services for communications networks including network signaling, policy control and subscriber data management solutions, and session border control technology.
Oracle Operating Systems, Virtualization, Management and Other Hardware-Related Software
We offer a portfolio of operating systems, including Oracle Linux and Oracle Solaris, virtualization software, and other hardware-related software. We also offer a range of management technologies and products, including Oracle Enterprise Manager and the Oracle Cloud Observability and Management Platform, designed to help customers efficiently operate complex IT environments, including both end users’ and service providers’ cloud environments.
Oracle Hardware Support
Oracle hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products such as for Oracle operating systems and firmware. These offerings can also include product repairs, maintenance services and technical support services. We continue to evolve hardware support processes that are intended to proactively identify and solve quality issues and to increase the amount of new and renewed hardware support contracts sold in connection with the sales of our hardware products. Hardware support contracts are generally priced as a percentage of the net hardware products fees.
Oracle Services
We offer services to help customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience and broad sets of intellectual property and best practices. Our services offerings substantially include, among others:
|
|
• |
consulting services, which are designed to help our customers and global system integrator partners more successfully architect and deploy our cloud and license offerings, including IT strategy alignment, enterprise architecture planning and design, implementation, integration, application development, security assessments and ongoing software enhancements and upgrades. We utilize a global, blended |
12
|
|
delivery model to optimize value for our customers and partners, consisting of consultants from local geographies, industry specialists and consultants from our global delivery and solution centers; and |
|
|
• |
advanced customer services, which are support services provided by Oracle to a customer on-site or remote to enable increased performance and higher availability of a customer’s Oracle products and services. |
Oracle Cloud Operations
Oracle Cloud Operations deliver our Oracle Cloud Services to customers through a secure, reliable, scalable, enterprise grade cloud infrastructure platform managed by Oracle employees within a global network of data centers, which we refer to as the Oracle Cloud. The Oracle Cloud enables secure and isolated cloud-based instances for each of our customers to access the functionality of Oracle Cloud Services via a broad spectrum of devices. Oracle Cloud Operations leverage automated software tools to enable the rapid delivery of the latest cloud technology capabilities to the Oracle Cloud as they become available, providing Oracle customers access to the latest Oracle releases generally on a quarterly cadence. We have invested in the expansion of the Oracle Cloud by increasing existing data center capacity and adding additional data centers in new geographic locations to meet current and expected customer demand. We expect this trend will continue.
Manufacturing
We rely on third-party manufacturing partners to produce the substantial majority of our hardware products that we market and sell to customers and utilize internally to deliver Oracle Cloud Services, and we distribute most of our hardware products from these partners’ facilities. Our manufacturing processes are substantially based on standardization of components across product types and centralization of assembly and distribution centers. Production of our hardware products requires that we purchase materials, supplies, product subassemblies and full assemblies from a number of suppliers. For most of our hardware products, we have existing alternative sources of supply or such sources are readily available. However, we do rely on sole sources for certain hardware components. We monitor and evaluate potential risks of disruption within our supply chain operations. Refer to Risk Factors included in Item 1A within this Annual Report for additional discussion of the challenges we encounter with respect to the sources and availability of supplies for our hardware products and the related risks to our businesses.
Sales and Marketing
We directly market and sell our cloud, license, hardware, support and services offerings globally to businesses of many sizes and in many industries, government agencies and educational institutions. We also market and sell our offerings globally through indirect channels.
In the United States (U.S.), our sales and services employees are based in our headquarters and other facilities throughout the country. Outside the U.S., our international subsidiaries sell, support and service our offerings in their local countries as well as within other foreign countries where we do not operate through a direct sales subsidiary. Our geographic coverage allows us to draw on business and technical expertise from a global workforce, provides stability to our operations and revenue streams to offset geography specific economic trends, and offers us an opportunity to take advantage of new markets for our offerings. Our international operations subject us to certain risks, which are more fully described in Risk Factors included in Item 1A of this Annual Report. A summary of our domestic and international revenues and long-lived assets is set forth in Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
We also market our product offerings worldwide through indirect channels. The companies that comprise our indirect channel network are members of the Oracle Partner Network. The Oracle Partner Network is a global program that manages our business relationships with a large, broad-based network of companies, including cloud and license, hardware and services suppliers, system integrators and resellers that deliver innovative solutions and services based upon and in conjunction with our product offerings. By offering our partners access to our product offerings, educational information, technical services, marketing and sales support, the Oracle Partner Network program extends our market reach by providing our partners with the resources they need to be successful in delivering solutions to customers globally.
13
Research and Development
We develop the substantial majority of our products and services offerings internally utilizing the skills and diversity of a global workforce. In addition, we have extended our products and services offerings and intellectual property through acquisitions of businesses and technologies. We also purchase or license intellectual property rights in certain circumstances. Internal development allows us to maintain technical control over the design and development of our products. We have a number of U.S. and foreign patents and pending applications that relate to various aspects of our products and technology. While we believe that our patents have value, no single patent is essential to us or to any of our principal businesses. Rapid technological advances in cloud, software and hardware development, evolving standards in computer hardware and software technology, changing customer needs and frequent new product introductions, offerings and enhancements characterize the markets in which we compete. We plan to continue to dedicate a significant amount of resources to research and development efforts to maintain and improve our current products and services offerings.
Human Capital Resources
At Oracle, our success is driven by the quality of our people, who we believe are among the best and brightest in the industry. We strive to create an environment that supports employee success and a culture where everyone has a voice in driving innovation.
Workforce
As of May 31, 2022, we employed approximately 143,000 full-time employees, of which approximately 48,000 were employed in the U.S. and approximately 95,000 were employed internationally. Our approximate employee counts by lines of business are:
|
|
38,000 |
|
|
Sales and marketing |
|
|
25,000 |
|
|
Services |
|
|
21,000 |
|
|
Cloud services and license support operations |
|
|
44,000 |
|
|
Research and development |
|
|
3,000 |
|
|
Hardware |
|
|
12,000 |
|
|
General and administrative |
The average tenure of our employees is approximately seven years and 27% of our employees have been employed with Oracle for ten or more years.
None of our employees in the U.S. is represented by a labor union; however, in certain foreign subsidiaries, labor unions or workers’ councils represent some of our employees.
Diversity and Inclusion
We believe that innovation starts with inclusion. Our focus on diversity and inclusion is reflected throughout our organization, starting at the highest level. Our Chief Executive Officer is a woman and forty percent of our Board members are women and/or come from a diverse background. We endeavor to hire employees from a broad pool of talent with diverse backgrounds, perspectives and abilities and we believe Oracle’s leaders serve as role models for our diverse and inclusive workforce. We seek to continuously build on our inclusive hiring strategies, tracking our progress and holding ourselves accountable for greater diversity at Oracle. Our programs are supported by Oracle leaders across the company with strategic sponsorship from Oracle’s Executive Diversity Council, which is led by Safra Catz, our Chief Executive Officer, and extend through the actions we are taking globally on Oracle’s five Diversity and Inclusion (D&I) Imperatives:
|
|
• |
driving insight and accountability with data; |
|
|
• |
recruiting with an intention on diversity; |
|
|
• |
embedding inclusion into talent development; |
|
|
• |
inspiring an inclusive culture through community; and |
|
|
• |
investing in the future diversity of our industry. |
14
In addition to global, regional and local programs, Oracle Human Resources partners with business leaders to create and implement D&I plans to embed targeted strategies into organizations across Oracle. Employee satisfaction on the importance of D&I at Oracle and their manager’s encouragement of diverse ideas and perspectives ranks high in our employee engagement surveys.
We are proud to be recognized for our progress and commitment to D&I, including being named a Best Place to Work for LGBTQ+ Equality in 2022 by the Human Rights Campaign Foundation, a 2021 Best Place to Work for Disability Inclusion by the Disability Equality Index, and a 2022 Top Supporter of Historically Black College and University Engineering Schools by Career Communications Group.
Leaders Who Listen
We believe that an important aspect of creating a culture and environment that supports employee, customer and business success is listening to employee feedback. We share the results of our annual employee engagement survey with leaders who receive direct observations from employees about areas critical to Oracle’s strategic priorities, including the employee and customer experience. The results of the survey are also discussed with our Board of Directors and Board committees. Nearly 80% of our employees participate in the annual survey. Leaders listen to employees, evaluate feedback and prioritize actions to enhance employee, business and customer success.
Employee Experience
Emerging from the COVID-19 pandemic, Oracle has further increased our focus on delivering a great employee experience, anchored by meaningful work, career opportunities and well-being, to continue to attract and retain high quality talent. We support employee well-being from multiple dimensions, including economic, health, development, and lifestyle with a comprehensive suite of compensation, benefits, learning and development, and flexible work options.
Opportunities to Learn and Grow
We believe that one of the primary reasons candidates join Oracle is for career development and opportunities to grow their careers. We have programs and resources to help our employees explore, build and achieve their career goals. We also promote regular career conversations between leaders and employees. These are separate from performance feedback conversations and are focused on helping employees identify and take steps to grow their careers. Our Talent Review process, run on Oracle Fusion Cloud HCM, provides the mechanism for leaders to review and discuss opportunities and action plans to develop employees. 24% of our open non-entry level positions were filled internally in fiscal 2022, providing growth opportunities and retaining critical knowledge and talent.
Helping our employees learn and apply new skills is key to retaining them and critical to our ability to innovate and rapidly evolve. We support employees with anytime, everywhere learning resources to help build skills for today and the future. Oracle employees received two million hours of training in fiscal 2022 and accessed online learning content at an average rate of more than two million views per month. Our employees take advantage of online classes and learning resources on business and technical skills, as well as webinars and learning opportunities that are designed to support employee and family well-being.
Flexible Work Options
For the vast majority of Oracle’s employees, productivity is not tied to being in an office and collaboration can happen between people anywhere. Oracle’s modern approach to work gives our employees more flexibility to choose where and how to work. Depending on their role, many of our employees can choose their office location, as well as work from home some or all of the time. We believe this allows us to engage with a wider pool of talent and retain employees who want or need more flexibility.
15
Making a Difference
Many of our employees participate in Oracle’s corporate citizenship initiatives focused on education, the environment and community. Each year, through our volunteering and giving programs, employees donate tens of thousands of volunteer hours and millions of dollars (matched by Oracle) to a wide variety of causes. Of particular note are the efforts made by employees to support colleagues impacted by the Russia-Ukraine conflict, above and beyond the direct support Oracle has provided. In addition to monetary donations by employees and by Oracle through its matching program to support humanitarian relief efforts in Ukraine and Oracle employees in need, many employees have offered direct assistance to Ukrainian coworkers and their families as they seek safety.
Seasonality and Cyclicality
Our quarterly revenues have historically been affected by a variety of seasonal factors, including the structure of our sales force incentive compensation plans, which are common in the IT industry. In each fiscal year, our total revenues and operating margins are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. See “Cloud and License Business” in Item 7 of this Annual Report for more information regarding the seasonality and cyclicality of the revenues, expenses and margins of our cloud and license business, which is our largest business.
Competition
We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as customer demands and competitive pressures otherwise change.
Our customers are demanding less complexity and lower total cost in the implementation, sourcing, integration and ongoing maintenance of their IT environments. Our enterprise cloud, license and hardware offerings compete directly with certain offerings from some of the largest and most competitive companies in the world, including Amazon.com, Inc., Microsoft Corporation, International Business Machines Corporation (IBM), Intel Corporation, Cisco Systems, Inc., Adobe Systems Incorporated, Alphabet Inc., salesforce.com, inc. and SAP SE, as well as other companies like Hewlett-Packard Enterprise and Workday, Inc. In addition, due to the low barriers to entry in many of our market segments, new technologies and new and growing competitors frequently emerge to challenge our offerings. Our competitors range from companies offering broad IT solutions across many of our lines of business to vendors providing point solutions, or offerings focused on a specific functionality, product area or industry. In addition, as we expand into new market segments, we face increased competition as we compete with existing competitors, as well as firms that may be partners in other areas of our business and other firms with whom we have not previously competed. Moreover, we or our competitors may take certain strategic actions—including acquisitions, partnerships and joint ventures, or repositioning of product lines—which invite even greater competition in one or more product offering categories.
Key competitive factors in each of the segments in which we currently compete and may compete in the future include: total cost of ownership, performance, scalability, reliability, security, functionality, efficiency, ease of use, speed to production and quality of technical support. Our products and services sales and the relative strength of our products and services versus those of our competitors are also directly and indirectly affected by the following, among other factors:
|
|
• |
market adoption of cloud-based IT offerings including SaaS and cloud infrastructure offerings; |
|
|
• |
the ease of deployment, use, transacting for and maintenance of our products and services offerings; |
|
|
• |
compatibility between Oracle products and services deployed within local IT environments and public cloud IT environments, including our Oracle Cloud environments; |
|
|
• |
the adoption of commodity servers and microprocessors; |
|
|
• |
the broader “platform” competition between our industry standard Java technology platform and the .NET programming environment of Microsoft; |
16
|
|
• |
operating system competition among our Oracle Solaris and Linux operating systems, with alternatives including Microsoft’s Windows Server, and other UNIX and Linux operating systems; |
|
|
• |
the adoption of open source alternatives to commercial software by enterprise software customers; |
|
|
• |
products, features and functionality developed internally by customers and their IT staff; |
|
|
• |
products, features and functionality customized and implemented for customers by consultants, systems integrators or other third parties; and |
|
|
• |
the attractiveness of offerings from business processing outsourcers. |
For more information about the competitive risks we face, refer to Item 1A Risk Factors included elsewhere in this Annual Report.
Governmental Regulation
We operate globally and are subject to numerous U.S. federal, state, and foreign laws and regulations covering a wide variety of subject matters. For information about governmental regulations applicable to our business, refer to Item 1A Risk Factors included elsewhere in this Annual Report.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are available, free of charge, on the SEC website at www.sec.gov and our Investor Relations website at www.oracle.com/investor as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. We use our Investor Relations website as a means of disclosing material non-public information. Accordingly, investors should monitor our Investor Relations website, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, information regarding our environmental policy and global sustainability initiatives and solutions are also available on our website at www.oracle.com/corporate/citizenship. The information posted on or accessible through our website is not incorporated into this Annual Report. The references to our websites are intended to be inactive textual references only.
Information About Our Executive Officers
Our executive officers are listed below.
|
Name |
|
Office(s) |
|
Lawrence J. Ellison |
|
Chairman of the Board of Directors and Chief Technology Officer |
|
Safra A. Catz |
|
Chief Executive Officer and Director |
|
Jeffrey O. Henley |
|
Vice Chairman of the Board of Directors |
|
Edward Screven |
|
Executive Vice President, Chief Corporate Architect |
|
Dorian E. Daley |
|
Executive Vice President and General Counsel |
|
William Corey West |
|
Executive Vice President, Chief Accounting Officer |
Mr. Ellison, 77, has been our Chairman of the Board and Chief Technology Officer since September 2014. He served as our Chief Executive Officer from June 1977, when he founded Oracle, until September 2014. He has served as a Director since June 1977. He previously served as our Chairman of the Board from May 1995 to January 2004. He currently serves as a director of Tesla, Inc.
Ms. Catz, 60, has been our Chief Executive Officer since September 2014. She served as our President from January 2004 to September 2014, our Chief Financial Officer most recently from April 2011 until September 2014 and a Director since October 2001. She was previously our Chief Financial Officer from November 2005 until September 2008 and our Interim Chief Financial Officer from April 2005 until July 2005. Prior to being named our President, she held various other positions with us since joining Oracle in 1999. She currently serves as a director of The Walt Disney Company. She also serves on the U.S. Homeland Security Advisory Council.
17
Mr. Henley, 77, has served as our Vice Chairman of the Board since September 2014. He previously served as our Chairman of the Board from January 2004 to September 2014 and has served as a Director since June 1995. He served as our Executive Vice President and Chief Financial Officer from March 1991 to July 2004.
Mr. Screven, 57, has been Executive Vice President, Chief Corporate Architect since May 2015. He served as our Senior Vice President, Chief Corporate Architect from November 2006 to April 2015 and as Vice President, Chief Corporate Architect from January 2003 to November 2006. He held various other positions with us since joining Oracle in 1986.
Ms. Daley, 63, has been our Executive Vice President and General Counsel since April 2015. She served as our Secretary from October 2007 until October 2017 and she was our Senior Vice President, General Counsel from October 2007 to April 2015. She served as our Vice President, Legal, Associate General Counsel and Assistant Secretary from June 2004 to October 2007, as Associate General Counsel and Assistant Secretary from October 2001 to June 2004 and as Associate General Counsel from February 2001 to October 2001. She held various other positions with us since joining Oracle’s Legal Department in 1992.
Mr. West, 60, has been our Executive Vice President, Chief Accounting Officer since April 2015. He served as our Senior Vice President, Corporate Controller and Chief Accounting Officer from February 2008 to April 2015 and served as our Vice President, Corporate Controller and Chief Accounting Officer from April 2007 to February 2008.
|
Item 1A. |
Risk Factors |
We operate in rapidly changing economic and technological environments that present numerous risks, many of which are driven by factors that we cannot control or predict. The following discussion, as well as our “Critical Accounting Policies and Estimates” discussion in Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations, highlights some of these risks. The risks described below are not exhaustive and you should carefully consider these risks and uncertainties before investing in our securities.
Business and Operational Risks
Our success depends upon our ability to develop and sell new products and services, integrate acquired products and services and enhance our existing products and services. Rapid technological advances, intense competition, changing delivery models and evolving standards in computer hardware and software development and communications infrastructure, changing and increasingly sophisticated customer needs and frequent new product introductions and enhancements characterize the industries in which we compete. If we are unable to develop new or sufficiently differentiated products and services, enhance and improve our product offerings and support services in a timely manner or position and price our products and services to meet demand, customers may not purchase or subscribe to our license, hardware or cloud offerings or renew license support, hardware support or cloud subscriptions contracts. Renewals of these contracts are important to the growth of our business. In addition, we cannot provide any assurance that the standards on which we choose to develop new products will allow us to compete effectively for business opportunities in emerging areas.
We have continued to refresh and release new offerings of our cloud products and services. Machine learning and artificial intelligence are increasingly driving innovations in technology, but if they fail to operate as anticipated or our other products do not perform as promised, our business and reputation may be harmed.
During fiscal 2022, we held many of our major customer events in a virtual format. Our shift to virtual customer events may not be successful, and we may not be able to showcase our products as well as we have historically done through in-person events or generate the same customer interest, opportunities and leads through these virtual events. We currently plan to reintroduce large in-person events during fiscal 2023 but we may not be able to do so successfully and our customers may not be able or willing to attend them, which could adversely impact our ability to market and sell our products and services.
In addition, our business may be adversely affected if:
|
|
• |
we do not continue to develop and release new or enhanced products and services within the anticipated time frames; |
18
|
|
• |
infrastructure costs to deliver new or enhanced products and services take longer or result in greater costs than anticipated; |
|
|
• |
we are unable to increase our existing data center capacity or establish data centers in new geographic locations in a timely manner to meet current or expected customer demand; |
|
|
• |
there is a delay in market acceptance of and difficulty in transitioning new and existing customers to new, enhanced or acquired product lines or services; |
|
|
• |
there are changes in information technology (IT) trends that we do not adequately anticipate or address with our product development efforts; |
|
|
• |
we do not optimize complementary product lines and services in a timely manner; or |
|
|
• |
we fail to adequately integrate, support or enhance acquired product lines or services. |
Our Oracle Cloud strategy, including our Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings, may adversely affect our revenues and profitability. We provide our cloud and other offerings to customers worldwide via a variety of deployment models, including via our cloud-based SaaS and OCI offerings. As these business models continue to evolve, we may not be able to compete effectively, generate significant revenues or maintain the profitability of our cloud offerings. Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us and our competitors may unfavorably impact the pricing of our cloud and license offerings. If we do not successfully execute our cloud computing strategy or anticipate the cloud computing needs of our customers, our reputation as a cloud services provider could be harmed and our revenues and profitability could decline.
As customer demand for our cloud offerings increases, we experience volatility in our reported revenues and operating results due to the differences in timing of revenue recognition between our cloud license and on-premise license, and hardware product arrangements relative to our cloud offering arrangements. Customers predominantly purchase our cloud offerings on a subscription basis and revenues from these offerings are generally recognized ratably or as services are consumed over the terms of the subscriptions. Consequently, any deterioration in sales activity associated with our cloud offerings may not be immediately observable in our consolidated statement of operations. This is in contrast to revenues associated with our license and hardware product arrangements, which are generally recognized in full at the time of delivery of the related licenses and hardware products. In addition, we may not be able to accurately anticipate customer transitions from or be able to sufficiently backfill reduced customer demand for our license, hardware and support offerings relative to the expected increase in customer adoption of and demand for our Oracle Cloud Services, which could adversely affect our revenues and profitability.
As a part of our Oracle Cloud strategy, we plan our investment levels based on estimates of future revenues and future anticipated rates of growth. In recent periods, our cloud services and license support expenses have grown to meet current and expected demand for our cloud offerings, including investments to increase our existing data center capacity and to establish data centers in new geographic locations. In connection with these investments, we entered, and expect to continue to enter, into long-term operating lease commitments with third party data center providers that generally require us to pay fees to early exit such obligations should our strategies change, which could adversely impact our profitability and cash flows. In addition, we outfit these data centers with equipment and improvements that we typically depreciate over their estimated useful lives, which could be shortened should our cloud strategies change, which could adversely affect our profitability.
We might experience significant coding, manufacturing or configuration errors in our cloud, license and hardware offerings. Despite testing prior to the release and throughout the lifecycle of a product or service, our cloud, license and hardware offerings sometimes contain coding, manufacturing or configuration errors that can impact their function, performance and security, and result in other negative consequences. The detection and correction of any errors in released cloud, license or hardware offerings can be time consuming and costly. Errors in our cloud, license or hardware offerings could affect their ability to properly function, integrate or operate with other cloud, license or hardware offerings, could result in service interruptions, delays or outages of our cloud offerings, could create security vulnerabilities in our products or services, could delay the development or release of new products or services or new versions of products or services, and could adversely affect market acceptance
19
of our products or services. This includes third-party software products or services incorporated into our own. If we experience any of these errors, or if there are delays in releasing our cloud, license or hardware offerings or new versions of these offerings, our sales could be affected and revenues could decline. In addition, we run Oracle’s business operations as well as cloud and other services that we offer to our customers on our products and networks. Therefore, any flaws could affect our and our customers’ abilities to conduct business operations and to ensure accuracy in financial processes and reporting, and may result in unanticipated costs. Enterprise customers rely on our cloud, license and hardware offerings and related services to run their businesses, and errors in our cloud, license and hardware offerings and related services could expose us to product liability, performance and warranty claims as well as significant harm to our brand and reputation, which could impact our future sales.
If we are unable to compete effectively, the results of operations and prospects for our business could be harmed. We face intense competition in all aspects of our business. The nature of the IT industry creates a competitive landscape that is constantly evolving as firms emerge, expand or are acquired, as technology evolves and as delivery models change. Many vendors spend amounts in excess of what Oracle spends to develop and market applications and infrastructure technologies including databases, middleware products, application development tools, business applications, collaboration products and business intelligence, compute, storage and networking products, among others, which compete with Oracle applications and infrastructure offerings. Use of our competitors’ technologies influences a customer’s purchasing decision or creates an environment that makes it less efficient to utilize or migrate to Oracle products and services. Our competitors may also adopt business practices that provide customers access to competing products and services on terms that we may not generally find acceptable, which may convince customers to purchase competitor products and services. We could lose customers if our competitors introduce new competitive products, add new functionality, acquire competitive products, reduce prices, better execute on their sales and marketing strategies, offer more flexible business practices, provide debt or equity financing to customers or form strategic alliances with other companies. Mergers, consolidations or alliances among our competitors, or acquisitions of our competitors by large companies may result in increased competition. We may also face increasing competition from open source software initiatives in which competitors may provide software and intellectual property for free. Existing or new competitors could gain sales opportunities or customers at our expense.
We may need to change our pricing models to compete successfully. The intense competition we face in the sales of our products and services and general economic and business conditions could put pressure on us to change our prices. If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices, introduce pricing models and offerings that are less favorable to us, or offer other favorable terms in order to compete successfully. Any such changes may reduce revenues and margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud delivery models offered by us and our competitors may unfavorably impact the pricing of our other cloud and license, hardware and services offerings, and we may also incur increased cloud delivery expenses as we expand our cloud operations and update our infrastructure, all of which could reduce our revenues and/or profitability. Our license support fees and hardware support fees are generally priced as a percentage of our net license fees and net new hardware products fees, respectively. Our competitors may offer lower pricing on their support offerings, which could put pressure on us to further discount our offerings.
Changes to our prices and pricing policies could cause our revenues to decline or be delayed as our sales force implements and our customers adjust to the new pricing policies. Some of our competitors may bundle products for promotional purposes or as a long-term pricing strategy, commit to large customer deployments at prices that are unprofitable, or provide guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that we can charge for certain of our products. If we do not adapt our pricing models to reflect changes in customer use of our products or changes in customer demand, our revenues could decrease. The increase in open source software distribution may also cause us to change our pricing models.
Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results. Our customers depend on our support organization to resolve technical issues relating to our applications and infrastructure offerings. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services or may be inefficient in our
20
resolution of customer support issues. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality technical support, could adversely affect our reputation, our ability to sell and renew our applications and infrastructure offerings to existing and prospective customers, and our business, operating results, and financial position.
Our cloud offerings and hardware offerings are complex, and if we cannot successfully manage this complexity, including the sourcing of technologies and components, the results of these businesses will suffer. We depend on suppliers to develop, manufacture and deliver on a timely basis the necessary technologies and components for our hardware products that we market and sell to our customers and that we use as a part of our cloud infrastructure to deliver our cloud offerings, and there are some technologies and components that can only be purchased from a single vendor due to price, quality, technology, availability or other business constraints. Our supply chain operations have been, and likely will continue to be, negatively impacted by the COVID-19 pandemic and could also be disrupted by industry consolidation and component constraints or shortages, natural disasters, political unrest, other public health crises, changes to trade policies, port stoppages or other transportation disruptions or slowdowns, or other factors affecting the countries or regions where these single source component vendors are located or where the products are being shipped. If one or more of the risks described above occurs, our cloud and license business and hardware business and related operating results could be materially and adversely affected.
We are susceptible to third-party manufacturing and logistics delays, which could result in the loss of sales and customers. We outsource a majority of our manufacturing, assembly, delivery and technology of, and certain component designs for, our hardware products to a variety of companies, many of which are located outside the U.S. From time to time, these partners experience production problems, delays or cannot meet our demand for products. The conditions caused by the COVID-19 pandemic created, and likely will continue to create, delays in our supply chain. Third-party manufacturing and logistics delays attributable to the effects of COVID-19 caused delays in the manufacturing and fulfilment of certain customer orders during fiscal 2022. Ongoing or future delays in manufacturing could cause the loss of additional sales, delayed revenue recognition or an increase in our hardware products expenses, all of which could adversely affect the margins of our cloud and license business and hardware business. These challenges could arise if we alter our manufacturing strategies, suppliers, or locations.
Our hardware revenues and profitability have declined and could continue to decline. Our hardware business may adversely affect our total revenues and overall profitability and related growth rates. We may not achieve our estimated revenue, profit or other financial projections with respect to our hardware business in a timely manner or at all due to a number of factors, including:
|
|
• |
our focus on certain of our more profitable Oracle Engineered Systems and certain other hardware products we consider strategic and the de-emphasis of certain of our lower profit margin commodity hardware products; |
|
|
• |
changes in strategies and frequency for the development and introduction of new versions or next generations of our hardware products; |
|
|
• |
decreased customer demand for related hardware support as hardware products approach the end of their useful lives; and |
|
|
• |
general supply chain material shortages worldwide, which were further exacerbated globally as a result of the COVID-19 pandemic. |
Supply chain shortages have in some instances resulted in increases to the costs of production of our hardware products that we may not be able to pass on to our customers. In addition, we have in some instances responded to such shortages by committing to higher inventory purchases and balances relative to our historical positions in order to secure manufacturing capacity, which has in some instances increased inventory excess and obsolescence risk and adversely impacted our operating cash flows.
Our periodic workforce restructurings and reorganizations can be disruptive. We are currently restructuring our workforce and in the past we have restructured or made other adjustments to our workforce in response to management changes, product changes, performance issues, changes in strategies, acquisitions and other internal
21
and external considerations. These types of restructurings have resulted, and may in the future result, in increased restructuring costs and temporary reduced productivity while the employees adjusted to their new roles and responsibilities. In addition, we may not achieve or sustain the expected growth, resource redeployment or cost savings benefits of these restructurings, or may not do so within the expected timeframe. These effects could recur in connection with future acquisitions and other restructurings, and our revenues and other results of operations could be negatively affected.
We may lose key employees or may be unable to hire enough qualified employees. We rely on hiring qualified employees and the continued service of our senior management, including our Chairman of the Board of Directors, Chief Technology Officer and founder; our Chief Executive Officer; other members of our executive team; and other key employees. In the technology industry, there is substantial and continuous competition for highly skilled business, product development, technical and other personnel. We recently reopened certain of our offices around the globe and we intend to reopen other offices when it is safe to do so and local requirements allow. Our employees continue to have flexibility to choose where and how to work. Depending on their role, this means that many employees can choose their office location, as well as continue to work from home some or all of the time. While we believe this may help us engage with a wider pool of talent and may help to retain employees who want or need more flexibility, it may fail to yield these desired benefits and could also lead to increased employee burnout or negatively impact employee productivity, and it may present cybersecurity risks and additional risks for our real estate portfolio and strategy. Despite our efforts to reopen our offices in a safe manner, our employees who have opted to return to the office may nevertheless be exposed to health risks, which may expose us to potential liability.
We may also experience increased compensation costs that are not offset by either improved productivity or higher sales. We may not be successful in recruiting new personnel and in retaining and motivating existing personnel. With rare exceptions, we do not have long-term employment or non-competition agreements with our employees. Members of our senior management team have left Oracle over the years for a variety of reasons, and we cannot guarantee that there will not be additional departures, which may be disruptive to our operations.
We continually focus on improving our cost structure by hiring personnel in countries where advanced technical expertise and other expertise are available at lower costs. When we make adjustments to our workforce, we may incur expenses associated with workforce reductions that delay the benefit of a more efficient workforce structure. We are experiencing increased competition for employees in these countries as the trend toward globalization continues, which has affected our employee retention efforts and increased our expenses in an effort to offer a competitive compensation program. In addition, changes to immigration and labor law policies may adversely impact our access to technical and professional talent.
Our general compensation program includes restricted stock units and performance-based equity, which are important tools in attracting and retaining employees in our industry. If our stock price performs poorly, it may adversely affect our ability to retain or attract employees. We continually evaluate our compensation practices and consider changes from time to time, such as reducing the number of employees granted equity awards or the number of equity awards granted per employee and granting alternative forms of stock-based compensation, which may have an impact on our ability to retain employees and the amount of stock-based compensation expense that we record. Any changes in our compensation practices or those of our competitors could affect our ability to retain and motivate existing personnel and recruit new personnel.
Our cloud and license, and hardware indirect sales channels could affect our future operating results. Our cloud and license, and hardware indirect channel network is comprised primarily of resellers, system integrators/implementers, consultants, education providers, internet service providers, network integrators and independent software vendors. Our relationships with these channel participants are important elements of our cloud, software and hardware marketing and sales efforts. Our financial results could be adversely affected if:
|
|
• |
our contracts with channel participants were terminated or our relationships with channel participants were to deteriorate; |
|
|
• |
any of our competitors enter into strategic relationships with or acquire a significant channel participant; |
|
|
• |
the financial condition or operations of our channel participants were to weaken; or |
22
|
|
• |
the level of demand for our channel participants’ products and services were to decrease. |
There can be no assurance that we will be successful in maintaining, expanding or developing our relationships with channel participants. If we are not successful, we may lose sales opportunities, customers and revenues.
Acquisitions present many risks and we may not achieve the financial and strategic goals that were contemplated at the time of a transaction. On June 8, 2022, we closed the acquisition of Cerner Corporation (“Cerner”). We continue to review and consider strategic acquisitions of companies, products, services and technologies. We have a selective and active acquisition program and we expect to continue to make acquisitions in the future because acquisitions have been an important element of our overall corporate strategy. Risks we may face in connection with our acquisition program, such as our recent acquisition of Cerner, include:
|
|
• |
our ongoing business may be disrupted and our management’s attention may be diverted by acquisition, transition or integration activities; |
|
|
• |
we may have difficulties (1) managing an acquired company’s technologies or lines of business; (2) entering new markets where we have no, or limited, direct prior experience or where competitors may have stronger market positions; or (3) retaining key personnel from the acquired companies; |
|
|
• |
an acquisition may not further our business strategy as we expected, we may not integrate an acquired company or technology as successfully as we expected, we may impose our business practices or alter go-to-market strategies that adversely impact the acquired business or we may overpay for, or otherwise not realize the expected return on our investments, each or all of which could adversely affect our business or operating results and potentially cause impairment to assets that we recorded as a part of an acquisition, including intangible assets and goodwill; |
|
|
• |
our operating results or financial condition may be adversely impacted by (1) claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition; (2) pre-existing contractual relationships that we assume from an acquired company, the termination or modification of which may be costly or disruptive to our business; and (3) unfavorable revenue recognition or other accounting treatment as a result of an acquired company’s business practices; |
|
|
• |
we may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company or technology; |
|
|
• |
we may not realize any anticipated increase in our revenues from an acquisition for a number of reasons, including (1) if a larger than predicted number of customers decline to renew their contracts with the acquired company; (2) if we are unable to sell the acquired products or service offerings to our customer base; (3) if acquired customers do not elect to purchase our technologies due to differing business practices; or (4) if contract models utilized by an acquired company do not allow us to recognize revenues in a manner that is consistent with our current accounting practices; |
|
|
• |
we may have difficulty integrating acquired technologies, products, services and their related supply chain operations with our existing lines of business and related infrastructures; |
|
|
• |
we may have multiple product lines or services offerings as a result of our acquisitions that are offered, priced, delivered and supported differently, which could cause customer confusion and delays; |
|
|
• |
we may incur higher than anticipated costs (1) to support, develop and deliver acquired products or services; (2) for general and administrative functions that support new business models; or (3) to comply with regulations applicable to an acquired business that are more complicated than we had anticipated; |
|
|
• |
we may be unable to obtain timely approvals from, or may otherwise have certain limitations, restrictions, penalties or other sanctions imposed on us by worker councils or similar bodies under applicable employment laws as a result of an acquisition; |
|
|
• |
we may be unable to obtain required approvals from governmental authorities under competition and antitrust laws on a timely basis, if at all, and we may need to divest or dispose of assets or businesses or take other actions in order to obtain such approvals; |
|
|
• |
our use of cash to pay for acquisitions may limit other potential uses of our cash; |
|
|
• |
we recently incurred additional debt to finance our acquisition of Cerner and in the future, we may have to incur additional debt to pay for other acquisitions or have to delay or not proceed with a substantial acquisition if we cannot obtain the necessary funding to complete the acquisition in a timely manner or on favorable terms; and |
23
|
|
• |
we may experience additional or unexpected changes in how we are required to account for our acquisitions pursuant to U.S. generally accepted accounting principles, including arrangements that we may assume in an acquisition. |
The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions.
The COVID-19 pandemic has affected how we and our customers are operating our respective businesses, and the duration and extent to which this will impact our future results of operations remains uncertain. The COVID-19 pandemic and efforts to control its spread have affected how we and our customers, partners and suppliers are operating our businesses. Our operations have been and may in the future be negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control. For example, the COVID-19 pandemic has led governments to implement preventative measures to contain or control further spread of the virus, such as travel restrictions, prohibitions of non-essential activities, quarantines, work-from-home directives and shelter-in-place/social distancing orders. These preventative measures led to sharp reductions in demand in certain industries in which our customers operate. It is not clear what long-term effects the COVID-19 pandemic will have on our business, including the effects on our customers, partners, suppliers and prospects. If we are not able to respond to and manage the impact of the COVID-19 pandemic effectively, our business will be harmed.
We are a U.S. federal government contractor and are therefore subject to a federal executive order requiring our U.S.-based employees to be vaccinated unless they qualify for medical or religious exemptions. The executive order has been challenged in court and has been enjoined from enforcement, but its ultimate status, and the impact on our business, is uncertain. However, this requirement or other future vaccine mandates could adversely affect our workforce retention and hiring. In addition, customer vaccination requirements, as well as certain state and local vaccination mandates, may impact our staffing abilities.
The negative impacts of the global COVID-19 pandemic on the broader global economy and related impacts on our customers’ business operations and their demand for our products will depend on future developments, which are highly uncertain and cannot be predicted. Additional impacts and risks that we are not currently aware of may arise. We are similarly unable to predict the extent of the impact of the pandemic on our customers, partners, suppliers and other partners, but a material effect on these parties could also materially and adversely affect us. In addition, we have curtailed travel expenses since the beginning of the COVID-19 pandemic, and it may become necessary for us to increase such travel expenses prospectively in furtherance of our business initiatives. The COVID-19 pandemic may also heighten other risks described in this Risk Factors section.
Data Privacy, Cybersecurity and Intellectual Property Risks
If our security measures for our products and services are compromised and as a result, our data, our customers’ data or our IT systems are accessed improperly, made unavailable, or improperly modified, our products and services may be perceived as vulnerable, our brand and reputation could be damaged, the IT services we provide to our customers could be disrupted, and customers may stop using our products and services, any of which could reduce our revenue and earnings, increase our expenses and expose us to legal claims and regulatory actions. Our products and services, including Oracle Cloud Services, store, retrieve, manipulate and manage third-party data, such as our customers’ information and data, as well as our own data. We believe that Oracle in particular is a target for computer hackers and other bad actors because Oracle stores and processes large amounts of data, including in customer sectors involving particularly sensitive data such as health sciences, financial services, retail, hospitality and the government. We and our third-party vendors are regularly subject to attempts by third parties (which may include individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations, nation-states and individuals sponsored by them) to identify and exploit product and service vulnerabilities, penetrate or bypass our security measures, and gain unauthorized access to our or our customers’, partners’ and suppliers’ software, hardware and cloud offerings, networks and systems. Successful attempts by one of these malicious actors can lead to the compromise of personal information or the confidential information or data of Oracle or our customers. Attempts of this nature typically involve IT-related viruses, worms, and other malicious software programs that attack networks, systems, products and services, exploit potential
24
security vulnerabilities of networks, systems, products and services, create system disruptions and cause shutdowns or denials of service. Third parties may attempt to fraudulently induce customers, partners, employees or suppliers into disclosing sensitive information such as user names, passwords or other information in order to gain access to our data, our customers’, suppliers’ or partners’ data or the IT systems of Oracle, our customers, suppliers or partners. Our products and services, including our Oracle Cloud Services, may also be accessed or modified improperly as a result of customer, partner, employee, contractor or supplier error or malfeasance.
If a cyber-attack or other security incident results in unauthorized access to or modification of our customers’ or suppliers’ data, other external data, our own data or our IT systems, or if the services we provide to our customers are disrupted, or if our products or services are reported to have or are perceived as having security vulnerabilities, we could incur significant expenses and suffer significant damage to our brand and reputation. If our customers lose confidence in the security and reliability of our products and services, including our cloud offerings, and perceive them to not be secure, they may decide to reduce or terminate their spend with us. In addition, cyber-attacks and other security incidents could lead to significant investigation and remediation costs, loss or destruction of information, interruption of our operations, inappropriate use of proprietary and sensitive data, lawsuits, indemnity obligations, regulatory investigations and financial penalties, and claims and increased legal liability, including in some cases contractual costs related to customer notification and fraud monitoring. Our remediation efforts may not be successful. Because the techniques used to obtain unauthorized access to, or sabotage IT systems, change frequently, grow more complex over time, and often are not recognized until launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques. Our internal IT systems continue to evolve and we are often early adopters of new technologies. However, our business policies and internal security controls may not keep pace with these changes as new threats emerge. In addition, we often experience increased activity of this nature during times of instability, including during our office closures related to the COVID-19 pandemic when most of our employees were working solely from home, and our operations may be more susceptible to malfeasance due to operational changes instituted to comply with safety, health and regulatory requirements, among others. We may not discover any security breach and loss of information for a significant period of time after the security breach.
Our products operate in conjunction with and are dependent on a wide variety of third-party products, components and services. If there is a security vulnerability in one of these components, and if there is a security exploit targeting it, we could face increased costs, liability claims, customer dissatisfaction, reduced revenue, or harm to our reputation or competitive position. We also have an active acquisition program and have acquired a number of companies, products, services and technologies over the years. While we make significant efforts to address any IT security issues with respect to our acquired companies, we may still inherit such risks when we integrate these companies within Oracle.
Our business practices with respect to data could give rise to operational interruption, liabilities or reputational harm as a result of governmental regulation, legal requirements or industry standards relating to privacy and data protection. As regulatory focus on privacy issues continues to increase and worldwide laws and regulations concerning the handling of personal information expand and become more complex, potential risks related to data collection and use within our business will intensify. In addition, U.S. and foreign governments have enacted or are considering enacting legislation or regulations, or may in the near future interpret existing legislation or regulations, in a manner that could significantly impact our ability, as well as the ability of our customers, partners and data providers, to collect, augment, analyze, use, transfer and share personal and other information that is integral to certain services we provide. Our recent acquisition of Cerner also subjects us to additional data privacy and other related regulations governing the healthcare industry and patient information, including but not limited to regulations governing electronic health data transmissions, the treatment of patient information, healthcare fraud and healthcare information sharing.
In the wake of the European Union (EU) General Data Protection Regulation (GDPR), the rate of global consideration and adoption of privacy laws has increased, giving rise to more global jurisdictions in which regulatory inquiries and audits may be requested of Oracle, and if we are not deemed to be in compliance, could result in enforcement actions and/or fines. This is true in the U.S. where, for example, California, Colorado, Connecticut, Utah and Virginia have enacted privacy laws, the U.S. Congress is considering several privacy bills at
25
the federal level, and a number of other state legislatures are considering privacy laws. Regulators globally are also imposing greater monetary fines for privacy violations. The GDPR, which became effective in May 2018, provides for monetary penalties of up to 4% of an organization’s worldwide revenue. These penalties can be significant. For example, one European data protection regulator has fined a major U.S. technology company €225 million for its data handling practices. The U.S. Federal Trade Commission continues to fine companies for unfair and deceptive data protection practices, and these fines may increase in size. Taken together, the changes in laws or regulations associated with the enhanced protection of personal and other types of data could greatly increase the size of potential fines related to data protection, and our cost of providing our products and services could result in changes to our business practices or even prevent us from offering certain services in jurisdictions in which we operate. Although we have implemented contracts, diligence programs, policies and procedures designed to ensure compliance with applicable laws and regulations, there can be no assurance that our employees, contractors, partners, suppliers, data providers or agents will not violate such laws and regulations or our contracts, policies and procedures. Additionally, public perception and standards related to the privacy of personal information can shift rapidly, in ways that may affect our reputation or influence regulators to enact regulations and laws that may limit our ability to provide certain products and services.
We make statements about our use and disclosure of personal information through our privacy policy, information provided on our website and press statements. Any failure, or perceived failure, by us to comply with these public statements or with U.S. federal, state, or foreign laws and regulations, including laws and regulations regulating privacy, data security, or consumer protection, public perception, standards, self-regulatory requirements or legal obligations, could result in lost or restricted business, proceedings, actions or fines brought against us or levied by governmental entities or others, or could adversely affect our business and harm our reputation.
Third parties have claimed, and in the future may claim, infringement or misuse of intellectual property rights and/or breach of license agreement provisions. We periodically receive notices from, or have lawsuits filed against us by, others claiming infringement or other misuse of their intellectual property rights and/or breach of our agreements with them. These third parties include entities that do not design, manufacture, or distribute products or services or that acquire intellectual property for the sole purpose of monetization through infringement assertions. We expect to continue to receive such claims as:
|
|
• |
we continue to expand into new businesses and acquire companies; |
|
|
• |
the number of products and competitors in our industry segments grows; |
|
|
• |
the use and support of third-party code (including open source code) becomes more prevalent in the industry; |
|
|
• |
the volume of issued patents continues to increase; and |
|
|
• |
non-practicing entities continue to assert intellectual property infringement in our industry segments. |
Responding to any such claim, regardless of its validity, could:
|
|
• |
be time consuming, costly and result in litigation; |
|
|
• |
divert management’s time and attention from developing our business; |
|
|
• |
require us to pay monetary damages or enter into royalty and licensing agreements that we would not normally find acceptable; |
|
|
• |
require us to stop selling or to redesign certain of our products; |
|
|
• |
require us to release source code to third parties, possibly under open source license terms; |
|
|
• |
require us to satisfy indemnification obligations to our customers; or |
|
|
• |
otherwise adversely affect our business, results of operations, financial condition or cash flows. |
We may not be able to protect our intellectual property rights. We rely on copyright, trademark, patent and trade secret laws, confidentiality procedures, controls and contractual commitments to protect our intellectual property. Despite our efforts, these protections may be limited. Unauthorized third parties may try to copy or reverse engineer our products or otherwise use our intellectual property. Our patents may be invalidated or circumvented. Any of our pending or future patent applications may not be issued with the claim scope we seek, if at all. In addition, the laws of some countries do not provide the same level of intellectual property protection as
26
U.S. laws and courts. If we cannot protect our intellectual property against unauthorized copying or use, or other misappropriation, we may not remain competitive.
We may not receive significant revenues from our current research and development efforts for several years, if at all. Developing our various product offerings is expensive and the investment in the development of these offerings often involves a long return on investment cycle. An important element of our corporate strategy is to continue to dedicate a significant amount of resources to research and development and related product and service opportunities, both through internal investments and the acquisition of intellectual property from acquired companies. Accelerated product and service introductions and short lifecycles require high levels of expenditures for research and development that could adversely affect our operating results if not offset by revenue increases. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we do not expect to receive significant revenues from these investments for several years, if at all.
Legal and Regulatory Risks
Adverse litigation results could affect our business. We are subject to various legal proceedings. Litigation can be lengthy, expensive and disruptive to our operations, and can divert our management’s attention away from running our core business. The results of our litigation also cannot be predicted with certainty. Even a favorable judgment may be subject to appeals leading to protracted litigation, additional costs and the prospect that our desired outcome will be overturned. An adverse decision could result in monetary damages or injunctive relief that could affect our business, operating results or financial condition. Additional information regarding certain of the lawsuits we are involved in is discussed under Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
We may be subjected to increased taxes due to changes in U.S. or international tax laws or from adverse resolutions of tax audits and controversies. As a multinational corporation, we incur income taxes as well as non-income based taxes (such as payroll, sales, use, property and value-added taxes) in both the U.S. and various foreign jurisdictions. Significant uncertainties exist with respect to the application of the various taxes to the businesses in which we engage, often requiring that we make judgments in determining our tax liabilities and worldwide provision for income taxes. We are regularly under audit by tax authorities in the U.S. and internationally, which can lead to disagreements such as regarding our intercompany transfer prices and calculations and on the applicability of withholding taxes to our cross-border transactions. Any unfavorable resolution of these tax audits and controversies could cause our tax liabilities to increase and may have a material and adverse impact on our provision for income taxes and effective tax rate. Although we believe that our income and non-income based tax estimates are reasonable, there is no assurance that the final determination of tax audits or disputes will not be different from what is reflected in our historical income tax provisions and tax accruals.
Countries around the world continually consider and make changes to relevant tax, accounting and other laws, treaties, regulations, guidance and interpretations. In the U.S., various legislative proposals, if enacted, would substantially raise U.S. income taxes on our domestic and international profits. Such unfavorable tax legislation resulting from the shifting U.S. political landscape and economic environment create the potential for added volatility in our quarterly provision for income taxes and could have a material adverse impact on our future income tax provisions and effective tax rate. For example, in November 2021, the U.S. House of Representatives passed a bill titled the “Build Back Better Act” under budget reconciliation procedures. While that bill, to date, has failed to advance in the Senate, it is possible that a modified version of the bill containing similar revenue provisions will be enacted, which, depending on the specific provisions included, could materially increase our future tax liabilities and effective tax rate.
Other countries also continue to consider changes to their tax laws that could negatively affect us by increasing taxes imposed on our international revenue streams, operations and cross-border transactions, including the imposition of taxes targeted at digital technology businesses and changes in withholding tax rules. More fundamentally, 137 countries, including the U.S., in a global effort led by the Organization for Economic Cooperation and Development, have politically committed to implementing tax changes that would provide
27
greater taxing rights to market jurisdictions where customers or users are located and impose minimum taxes on corporate profits. If enacted, these proposals would materially increase the level of income tax on our international profits.
Our future income tax provisions and effective tax rate could materially increase if any of the foregoing potential tax changes are implemented or if other changes are made to applicable tax laws and rules in the U.S. or in other countries in which we do business. Our provision for income taxes also could be adversely affected by changes in the mix of income earned or losses incurred in jurisdictions with differing statutory tax rates, fluctuations in our stock price and level of stock-based compensation expense, changes in the valuation of our deferred tax assets or liabilities and by other factors.
Our international sales and operations subject us to additional risks that can adversely affect our operating results. We derive a substantial portion of our revenues from, and have significant operations, outside of the U.S. Compliance with international and U.S. laws and regulations that apply to our international operations increases our cost of doing business in foreign jurisdictions. These laws and regulations include data privacy requirements, labor relations laws, tax laws, foreign currency-related regulations, competition regulations, anti-bribery laws and other laws prohibiting payments to governmental officials such as the U.S. Foreign Corrupt Practices Act (FCPA), market access regulations, tariffs, and import, export and general trade regulations, including but not limited to economic sanctions and embargos. Violations of these laws and regulations could result in fines and penalties, criminal sanctions against us, our officers or our employees, and prohibitions on the conduct of our business, including the loss of trade privileges. Any such violations could result in prohibitions on our ability to offer our products and services in one or more countries, could delay or prevent potential acquisitions and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results. These laws can require suspension or termination of business, including financial transactions, in certain countries, territories or with certain customers and any such action in the future could adversely affect our business, financial condition and results of operations. For example, in response to the current Russia-Ukraine conflict, the U.S. and other countries have announced extensive sanctions against Russia and could impose broader sanctions or take other actions should the conflict further escalate. Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022. Oracle recorded fiscal 2022 revenues of $248 million from these two countries, a reduction of $118 million relative to fiscal 2021. No revenues are expected to be recognized from these two countries prospectively. Compliance with these laws also requires a significant amount of management attention and effort, which may divert management’s attention from running our business operations and could harm our ability to grow our business, or may increase our expenses as we engage specialized or other additional resources to assist us with our compliance efforts.
Our success depends, in part, on our ability to anticipate these risks and manage these difficulties. We monitor our operations and investigate allegations of improprieties relating to transactions and the way in which such transactions are recorded. Where circumstances warrant, we provide information and report our findings to government authorities, and in some circumstances such authorities conduct their own investigations and we respond to their requests or demands for information. No assurance can be given that action will not be taken by such authorities or that our compliance program will prove effective.
We are also subject to a variety of other risks and challenges in managing an organization operating globally, including those related to:
|
|
• |
general economic conditions in each country or region; |
|
|
• |
political unrest, terrorism, war and the potential for other hostilities, including but not limited to, the current Russia-Ukraine conflict, the economic impact thereof and the potential to subject our business to materially adverse consequences should the situation escalate beyond its current scope, including, among other potential impacts, the geographic proximity of the situation relative to the rest of Europe, where a material portion of our business is carried out; |
|
|
• |
public health risks, social risks and supporting infrastructure stability risks, particularly in areas in which we have significant operations; |
28
|
|
|
|
• |
fluctuations in currency exchange rates and related impacts on customer demand and our operating results; |
|
|
• |
difficulties in transferring funds from or converting currencies in certain countries that could lead to a devaluation of our net assets, in particular our cash assets, in that country’s currency; |
|
|
• |
regulatory changes, including government austerity measures in certain countries that we may not be able to sufficiently plan for or avoid that may unexpectedly impair bank deposits or other cash assets that we hold in these countries or that impose additional taxes that we may be required to pay in these countries; |
|
|
• |
common local business behaviors that are in direct conflict with our business ethics, practices and conduct policies; |
|
|
• |
natural disasters; |
|
|
• |
the effects of climate change (such as sea level rise, drought, flooding, wildfires and increased storm sensitivity); |
|
|
• |
longer payment cycles and difficulties in collecting accounts receivable; |
|
|
• |
overlapping tax regimes; and |
|
|
• |
reduced protection for intellectual property rights in some countries. |
The variety of risks and challenges listed above could also disrupt or otherwise negatively impact our supply chain operations and sales of our products and services in affected countries or regions.
As the majority shareholder of Oracle Financial Services Software Limited, a publicly traded company in India, and Oracle Corporation Japan, a publicly traded company in Japan, we are faced with several additional risks, including being subject to local securities regulations and being unable to exert full control that we would otherwise have if these entities were wholly-owned subsidiaries.
Our sales to government clients expose us to business volatility and risks, including government budgeting cycles and appropriations, procurement regulations, governmental policy shifts, early termination of contracts, audits, investigations, sanctions and penalties. We derive revenues from contracts with the U.S. government, state and local governments, and foreign governments and are subject to procurement laws relating to the award, administration and performance of those contracts.
Governmental entities are variously pursuing policies that affect our ability to sell our products and services. Changes in government procurement policy, priorities, regulations, technology initiatives and/or requirements may negatively impact our potential for growth in the government sector. For example, the U.S. government imposes evolving cybersecurity requirements, including, for example, the FedRAMP authorization process and the Department of Defense (DoD) Cybersecurity Maturity Model Certification. These requirements may impact our lines of business in the U.S. federal government market. Compliance with these cybersecurity requirements is complex and costly, and failure to meet, or delays in meeting, the required security controls could limit our ability to sell products and services, directly or indirectly, to the DoD and other federal and state government entities that implement similar cybersecurity requirements.
We are also subject to early termination of our contracts. Many governmental entities have the right to terminate contracts at any time, without cause. For example, the U.S. federal government may terminate any of our government contracts and subcontracts at its convenience, or for default based on our performance.
U.S. federal, state and local government and foreign government contracts are generally subject to government funding authorizations/appropriations. Contracts may be terminated based upon a lack of government funds.
There is increased pressure on governments and their agencies, both domestically and internationally, to reduce spending as governments continue to face significant deficit reduction pressures. This may adversely impact spending on government programs.
Government contracts laws and regulations impose certain risks, and contracts are generally subject to audits and investigations. If violations of law are found, they could result in civil and criminal penalties and administrative
29
sanctions, including termination of contracts, refund of a portion of fees received, forfeiture of profits, suspension of payments, fines and suspensions or debarment from future government business.
Environmental and other related laws and regulations subject us to a number of risks and could result in significant liabilities and costs. Our cloud and hardware operations are subject to state, federal and international laws governing protection of the environment, proper handling and disposal of materials used for these products, human health and safety, the use of certain chemical substances and the labor practices of suppliers, as well as local testing and labeling requirements. Compliance with these ever-changing environmental and other laws in a timely manner could increase our product design, development, procurement, manufacturing, delivery, cloud operations and administration costs, limit our ability to manage excess and obsolete non-compliant inventory, change our sales activities, or otherwise impact future financial results of our cloud and hardware businesses. Any violation of these laws can subject us to significant liability, including fines, penalties and possible prohibition of sales of our products and services into one or more states or countries and result in a material adverse effect on the financial condition or results of operations of our cloud and hardware businesses. Regulatory, market, and competitive pressures regarding the greenhouse gas emissions and energy mix for our data center operations may also grow.
A significant portion of our hardware revenues come from international sales. Environmental legislation, such as the EU Directive on Restriction of Hazardous Substances (RoHS), the EU Waste Electrical and Electronic Equipment Directive (WEEE Directive) and China’s regulation on Management Methods for Controlling Pollution Caused by Electronic Information Products, among others, may increase our cost of doing business internationally and impact our hardware revenues from the EU, China and other countries with similar environmental legislation as we endeavor to comply with and implement these requirements.
We have an Environmental Steering Committee (ESC) comprised of senior individuals from a wide range of Oracle business units, including our Chief Sustainability Officer who oversees our overall sustainability strategy, including climate related risk mitigation. The ESC evaluates if climate or environmental risks have the potential for significant chronic or acute impact on our core and/or strategic business functions, including service delivery and support, product development and deployment, supply chain management, facility operations, employee recruitment and retention, or brand reputation. A failure by the ESC to identify and assess these risks could adversely affect our reputation, business, financial performance and growth.
We publish an annual Corporate Citizenship Report, which includes disclosure of our Environmental, Social and Governance (ESG) matters and goals. Our disclosures on these matters, and standards we set for ourselves or a failure to meet these standards, may potentially harm our reputation and brand. By electing to set and share publicly these corporate ESG standards, our business may also face increased scrutiny related to ESG activities.
Financial Risks
Our quarterly results of operations may fluctuate significantly based on a number of factors that make our results of operations difficult for us to predict. Our revenues, particularly certain of our cloud license and on-premise license revenues and hardware revenues, can be difficult to forecast. A substantial portion of our cloud license, on-premise license and hardware contracts is completed in the latter part of a quarter. Because a significant portion of our cost structure is largely fixed in the short term, sales and revenue shortfalls tend to have a disproportionately negative impact on our profitability. The number of large license transactions and, to a lesser extent, hardware products transactions increases the risk of fluctuations in our quarterly results because a delay in even a small number of these transactions could cause our quarterly sales, revenues and profitability to fall significantly short of our predictions. In addition, sudden shifts in regional or global economic or political activity may cause our sales forecasts to be inaccurate.
In addition, we hold a portfolio of publicly traded and privately held equity investments. Changes in the fair values of these investments are recorded as unrealized gains or losses as a component of consolidated net income in each period. The timing and amount of changes in fair value, if any, of these investments depends on factors beyond our control, including the perceived and actual performance of the companies or funds in which we invest, and are subject to the general conditions of public and private equity markets, which are uncertain and have in the past
30
varied, and may in the future vary, materially by period and may create volatility in our net income that is not reflective of our core businesses.
Changes in currency exchange rates can adversely affect customer demand and our revenue and profitability. We conduct a significant number of transactions and hold cash in currencies other than the U.S. Dollar. Changes in the values of major foreign currencies, particularly the Euro, Japanese Yen, Saudi Arabian Riyal, Indian Rupee and British Pound, relative to the U.S. Dollar can significantly affect our total assets, revenues, operating results and cash flows, which are reported in U.S. Dollars. Fluctuations in foreign currency rates, including the strengthening of the U.S. Dollar against the Euro and most other major international currencies, adversely affects our revenue growth in terms of the amounts that we report in U.S. Dollars after converting our foreign currency results into U.S. Dollars and in terms of actual demand for our products and services as certain of these products may become relatively more expensive for foreign currency-based enterprises to purchase. In addition, currency variations can adversely affect margins on sales of our products in countries outside of the U.S. Generally, our reported revenues and operating results are adversely affected when the dollar strengthens relative to other currencies and are positively affected when the dollar weakens. In addition, our reported assets generally are adversely affected when the dollar strengthens relative to other currencies as a portion of our consolidated cash and bank deposits, among other assets, are held in foreign currencies and reported in U.S. Dollars.
In addition, we incur foreign currency transaction gains and losses, primarily related to sublicense fees and other intercompany agreements among us and our subsidiaries that we expect to cash settle in the near term, which are charged to earnings in the period incurred. We have a program which primarily utilizes foreign currency forward contracts designed to offset the risks associated with certain foreign currency exposures. We may suspend the program from time to time. As part of this program, we enter into foreign currency forward contracts so that increases or decreases in our foreign currency exposures are offset at least in part by gains or losses on the foreign currency forward contracts in an effort to mitigate the risks and volatility associated with our foreign currency transaction gains or losses. A large portion of our consolidated operations are international, and we expect that we will continue to realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, including the cost to obtain such contracts. For example, we will experience foreign currency gains and losses in certain instances if it is not possible or cost-effective to hedge our foreign currency exposures, if our hedging efforts are ineffective, or should we suspend our foreign currency forward contract program. Our ultimate realized loss or gain with respect to currency fluctuations will generally depend on the size and type of cross-currency exposures that we enter into, the currency exchange rates associated with these exposures and changes in those rates, whether we have entered into foreign currency forward contracts to offset these exposures and any related fees paid to purchase such contracts, and other factors. All of these factors could materially impact our results of operations, financial position and cash flows.
We have incurred foreign currency losses associated with the devaluation of currencies in certain highly inflationary economies relative to the U.S. Dollar. We could incur future losses in emerging market countries and other countries where we do business should their currencies become designated as highly inflationary.
There are risks associated with our outstanding and future indebtedness. As of May 31, 2022, we had an aggregate of $75.9 billion of outstanding indebtedness that will mature between calendar year 2022 and calendar year 2061, we incurred additional indebtedness to finance our acquisition of Cerner in June 2022, and we intend to incur additional indebtedness in the future. Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage our business operations, generate sufficient cash flows to service such debt and the other factors discussed in this section. There can be no assurance that we will be able to manage any of these risks successfully.
We may also need to refinance a portion of our outstanding debt as it matures. There is a risk that we may not be able to refinance existing debt or that the terms of any refinancing may not be as favorable as the terms of our existing debt. Furthermore, if prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.
Should we incur future increases in interest expense, our ability to utilize certain of our foreign tax credits to reduce our U.S. federal income tax could be limited, which could unfavorably affect our provision for income taxes
31
and effective tax rate. In addition, changes to our outlook or credit rating or a withdrawal by any rating agency could negatively affect the value of both our debt and equity securities and increase the interest amounts we pay on certain outstanding or future debt. These risks could adversely affect our financial condition and results of operations.
Risks Related to Our Common Stock
Our stock price could become more volatile and your investment could lose value. All of the factors discussed within this Risk Factors section could affect our stock price. The timing of announcements in the public market by us or by our competitors regarding new cloud services, products, product enhancements, technological advances, acquisitions or major transactions could also affect our stock price. Changes in the amounts and frequency of share repurchases or dividends could affect our stock price. Our stock price could also be affected by factors, some of which are beyond our control, including, among others: speculation in the press, social media and the analyst community; changes in recommendations or earnings related estimates by financial analysts; changes in investors’ or analysts’ valuation measures for our stock; negative analyst surveys or channel check surveys; earnings announcements where our financial results differ from our guidance or investors’ expectations; our credit ratings and market trends unrelated to our performance. The stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. A significant drop in our stock price could also expose us to the risk of securities class action lawsuits, which could result in substantial costs and divert management’s attention and resources, which could adversely affect our business.
We cannot guarantee that our stock repurchase program will be fully implemented or that it will enhance long-term stockholder value. In fiscal 2022, our Board of Directors approved expansions of our stock repurchase program totaling $10.0 billion. The repurchase program does not have an expiration date and we are not obligated to repurchase a specified number or dollar value of shares. Our repurchase program may be suspended or terminated at any time and, even if fully implemented, may not enhance long-term stockholder value.
General Risks
Economic, political and market conditions can adversely affect our business, results of operations and financial condition, including our revenue growth and profitability, which in turn could adversely affect our stock price. Our business is influenced by a range of factors that are beyond our control and that we have no comparative advantage in forecasting. These include:
|
|
• |
general economic and business conditions; |
|
|
• |
overall demand for enterprise cloud, license and hardware products and services; |
|
|
• |
governmental budgetary constraints or shifts in government spending priorities; and |
|
|
• |
general legal, regulatory and political developments. |
Macroeconomic developments such as the global or regional economic effects resulting from the current Russia-Ukraine conflict, increasing inflation rates and related economic curtailment initiatives, the COVID-19 pandemic, the United Kingdom leaving the EU (Brexit), evolving trade policies between the U.S. and international trade partners, or the occurrence of similar events in other countries that lead to uncertainty or instability in economic, political or market conditions could negatively affect our business, operating results, financial condition and outlook, which, in turn, could adversely affect our stock price. Any general weakening of, and related declining corporate confidence in, the global economy or the curtailment of government or corporate spending could cause current or potential customers to reduce or eliminate their IT budgets and spending, which could cause customers to delay, decrease or cancel purchases of our products and services or cause customers not to pay us or to delay paying us for previously purchased products and services.
In addition, international, regional or domestic political unrest and the related potential impact on global stability, terrorist attacks and the potential for other hostilities in various parts of the world, public health crises such as the COVID-19 pandemic, and natural disasters continue to contribute to a climate of economic and political
32
uncertainty that could adversely affect our results of operations and financial condition, including our revenue growth and profitability. These factors generally have the strongest effect on our sales of cloud license and on-premise license, hardware and related services and, to a lesser extent, also may affect our renewal rates for license support and our subscription-based cloud offerings.
Business disruptions could adversely affect our operating results. A significant portion of our critical business operations are concentrated in a few geographic areas, some of which include emerging market international locations that may be less stable relative to running such business operations solely within the U.S. We are a highly automated business and a disruption or failure of our systems, supply chains and processes could cause delays in completing sales, providing services, including some of our cloud offerings, and enabling a seamless customer experience with respect to our customer facing back office processes. A major earthquake or fire, political, social or other disruption to infrastructure that supports our operations or other catastrophic event or the effects of climate change (such as increased storm severity, drought and pandemics) that results in the destruction or disruption of any of our critical business operations, supply chains or IT systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be materially and adversely affected.
|
Item 1B. |
Unresolved Staff Comments |
None.
|
Item 2. |
Properties |
Our properties consist of owned and leased office facilities for sales, support, research and development, services, manufacturing, cloud operations and administrative and other functions. Our headquarters facility consists of approximately 0.9 million square feet in Austin, Texas, all of which we own. We also own or lease other facilities for current use consisting of approximately 23.1 million square feet in various other locations in the U.S. and abroad. Approximately 4.7 million square feet, or 20%, of our total owned and leased space is sublet or is being actively marketed for sublease or disposition. We lease our principal internal manufacturing facility for our hardware products in Hillsboro, Oregon. Our cloud operations deliver our Oracle Cloud Services through the use of global data centers, substantially all of which were leased through colocation suppliers. We believe that our facilities are in good condition and suitable for the conduct of our business.
|
Item 3. |
Legal Proceedings |
The material set forth in Note 13 (pertaining to information regarding contingencies related to our income taxes) and Note 16 (pertaining to information regarding legal contingencies) of Notes to Consolidated Financial Statements in Item 15 of this Annual Report on Form 10-K is incorporated herein by reference.
|
Item 4. |
Mine Safety Disclosures |
Not applicable.
33
PART II
|
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Our common stock is traded on the New York Stock Exchange under the symbol “ORCL.” According to the records of our transfer agent, we had 7,706 stockholders of record as of May 31, 2022.
For equity compensation plan information, please refer to Item 12 in Part III of this Annual Report.
Stock Repurchase Program
Our Board of Directors has approved a program for us to repurchase shares of our common stock. On December 9, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $10.0 billion. As of May 31, 2022, approximately $9.4 billion remained available for stock repurchases pursuant to our stock repurchase program.
Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
The following table summarizes the stock repurchase activity for the three months ended May 31, 2022 and the approximate dollar value of shares that may yet be purchased pursuant to our stock repurchase program:
|
(in millions, except per share amounts) |
|
Total Number of Shares Purchased |
|
|
Average Price Paid per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Program |
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program |
|
||||
|
March 1, 2022—March 31, 2022 |
|
|
2.8 |
|
|
$ |
79.24 |
|
|
|
2.8 |
|
|
$ |
9,831.4 |
|
|
April 1, 2022—April 30, 2022 |
|
|
2.4 |
|
|
$ |
79.28 |
|
|
|
2.4 |
|
|
$ |
9,642.4 |
|
|
May 1, 2022—May 31, 2022 |
|
|
2.7 |
|
|
$ |
71.06 |
|
|
|
2.7 |
|
|
$ |
9,448.5 |
|
|
Total |
|
|
7.9 |
|
|
$ |
76.41 |
|
|
|
7.9 |
|
|
|
|
|
34
Stock Performance Graph and Cumulative Total Return
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Index and the S&P Information Technology Index for each of the last five fiscal years ended May 31, 2022, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends. The comparisons in the graphs below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.
*$100 INVESTED ON MAY 31, 2017 IN STOCK OR
INDEX-INCLUDING REINVESTMENT OF DIVIDENDS
|
|
|
5/17 |
|
|
5/18 |
|
|
5/19 |
|
|
5/20 |
|
|
5/21 |
|
|
5/22 |
|
||||||
|
Oracle Corporation |
|
|
100.0 |
|
|
|
104.6 |
|
|
|
115.1 |
|
|
|
124.5 |
|
|
|
185.3 |
|
|
|
171.7 |
|
|
S&P 500 Index |
|
|
100.0 |
|
|
|
114.4 |
|
|
|
118.7 |
|
|
|
134.0 |
|
|
|
188.0 |
|
|
|
187.4 |
|
|
S&P Information Technology Index |
|
|
100.0 |
|
|
|
128.2 |
|
|
|
133.8 |
|
|
|
185.3 |
|
|
|
264.3 |
|
|
|
269.4 |
|
|
Item 6. |
[Reserved] |
35
|
Item 7. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
We begin Management’s Discussion and Analysis of Financial Condition and Results of Operations with an overview of our businesses and significant trends. This overview is followed by a summary of our critical accounting policies and estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results. We then provide a more detailed analysis of our results of operations and financial condition for fiscal 2022 compared to fiscal 2021. A discussion regarding our financial condition and results of operations for fiscal 2021 compared to fiscal 2020 can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended May 31, 2021, as filed with the SEC on June 21, 2021, which is available free of charge on the SEC’s website at www.sec.gov and on our Investor Relations website at www.oracle.com/investor.
Business Overview
Oracle provides products and services that address enterprise information technology (IT) environments. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise deployments, cloud-based deployments, and hybrid deployments (an approach that combines both on-premise and cloud-based deployments). Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Through our worldwide sales force and Oracle Partner Network, we sell to customers all over the world including businesses of many sizes, government agencies, educational institutions and resellers.
We have three businesses: cloud and license; hardware; and services; each of which comprises a single operating segment. The descriptions set forth below as a part of this Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and the information contained within Item 1 Business and Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report provide additional information related to our businesses and operating segments and align to how our chief operating decision makers (CODMs), which include our Chief Executive Officer and Chief Technology Officer, view our operating results and allocate resources.
Cloud and License Business
Our cloud and license business, which represented 85% and 84% of our total revenues in fiscal 2022 and 2021, respectively, markets, sells and delivers a broad spectrum of enterprise applications and infrastructure technologies through our cloud and license offerings. Revenue streams included in our cloud and license business are:
|
|
• |
Cloud services and license support revenues, which include: |
|
|
o |
license support revenues, which are earned by providing Oracle license support services to customers that have elected to purchase support services in connection with the purchase of Oracle applications and infrastructure software licenses for use in cloud, on-premise and other IT environments. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. License support contracts are generally priced as a percentage of the net fees paid by the customer to purchase a cloud license and/or on-premise license; are generally billed in advance of the support services being performed; are generally renewed at the customer’s option; and are generally recognized as revenues ratably over the contractual period that the support services are provided, which is generally one year; and |
|
|
o |
cloud services revenues, which provide customers access to Oracle Cloud applications and infrastructure technologies via cloud-based deployment models that Oracle develops, provides unspecified updates and enhancements for, deploys, hosts, manages and supports and that |
36
|
|
customers access by entering into a subscription agreement with us for a stated period. Oracle Cloud Services arrangements are generally billed in advance of the cloud services being performed; generally have durations of one to three years; are generally renewed at the customer’s option; and are generally recognized as revenues ratably over the contractual period of the cloud contract or, in the case of usage model contracts, as the cloud services are consumed over time. |
|
|
• |
Cloud license and on-premise license revenues, which include revenues from the licensing of our software products including Oracle Applications, Oracle Database, Oracle Middleware and Java, among others, which our customers deploy within cloud-based, on-premise and other IT environments. Our cloud license and on-premise license transactions are generally perpetual in nature and are generally recognized as revenues up front at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. The timing of a few large license transactions can substantially affect our quarterly license revenues due to the point-in-time nature of revenue recognition for license transactions, which is different than the typical revenue recognition pattern for our cloud services and license support revenues in which revenues are generally recognized ratably over the contractual terms. Cloud license and on-premise license customers have the option to purchase and renew license support contracts, as further described above. |
Providing choice and flexibility to our customers as to when and how they deploy Oracle applications and infrastructure technologies are important elements of our corporate strategy. In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud Services has increased. To address customer demand and enable customer choice, we have introduced certain programs for customers to pivot their applications and infrastructure licenses and the related license support to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services and license support revenues relative to our cloud license and on-premise license revenues, hardware revenues and services revenues has increased and we expect this trend to continue. Cloud services and license support revenues represented 71% of our total revenues during each of fiscal 2022 and 2021 and 70% of our total revenues during fiscal 2020.
Our cloud and license business’ revenue growth is affected by many factors, including the strength of general economic and business conditions; governmental budgetary constraints; the strategy for and competitive position of our offerings; customer satisfaction with our offerings; the continued renewal of our cloud services and license support customer contracts by the customer contract base; substantially all customers continuing to purchase license support contracts in connection with their license purchases; the pricing of license support contracts sold in connection with the sales of licenses; the pricing, amounts and volumes of licenses and cloud services sold; our ability to manage Oracle Cloud capacity requirements to meet existing and prospective customer demand; and foreign currency rate fluctuations.
On a constant currency basis, we expect that our total cloud and license revenues generally will continue to increase due to:
|
|
• |
expected growth in our cloud services and license support offerings; and |
|
|
• |
continued demand for our cloud license and on-premise license offerings. |
We believe these factors should contribute to future growth in our cloud and license business’ total revenues, which should enable us to continue to make investments in research and development and our cloud operations to develop, improve, increase the capacity of and expand the geographic footprint of our cloud and license products and services.
Our cloud and license business’ margin has historically trended upward over the course of the four quarters within a particular fiscal year due to the historical upward trend of our cloud and license business’ revenues over those quarterly periods and because the majority of our costs for this business are generally fixed in the short term. The historical upward trend of our cloud and license business’ revenues over the course of the four quarters within a particular fiscal year is primarily due to the addition of new cloud services and license support contracts to the
37
customer contract base that we generally recognize as revenues ratably or based upon customer usage over the respective contractual terms and the renewal of existing customers’ cloud services and license support contracts over the course of each fiscal year that we generally recognize as revenues in a similar manner; and the historical upward trend of our cloud license and on-premise license revenues, which we generally recognize at a point in time upon delivery; in each case over those four fiscal quarterly periods.
Hardware Business
Our hardware business, which represented 7% and 8% of our total revenues in fiscal 2022 and 2021, respectively, provides a broad selection of enterprise hardware products and hardware-related software products including Oracle Engineered Systems, servers, storage, industry-specific hardware offerings, operating systems, virtualization, management and other hardware-related software, and related hardware support. Each hardware product and its related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product and its related software are delivered to the customer and ownership is transferred to the customer. We expect to make investments in research and development to improve existing hardware products and services and to develop new hardware products and services. The majority of our hardware products are sold through indirect channels, including independent distributors and value-added resellers. Our hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products and associated software products. Our hardware support offerings can also include product repairs, maintenance services and technical support services. Hardware support contracts are entered into and renewed at the option of the customer, are generally priced as a percentage of the net hardware products fees and are generally recognized as revenues ratably as the hardware support services are delivered over the contractual terms.
We generally expect our hardware business to have lower operating margins as a percentage of revenues than our cloud and license business due to the incremental costs we incur to produce and distribute these products and to provide support services, including direct materials and labor costs.
Our quarterly hardware revenues are difficult to predict. Our hardware revenues, cost of hardware and hardware operating margins that we report are affected by many factors, including our manufacturing partners’ abilities to timely manufacture or deliver a few large hardware transactions, with this factor becoming more pronounced in recent periods due to global supply chain constraints for certain technology components; our strategy for and the position of our hardware products relative to competitor offerings; customer demand for competing offerings, including cloud infrastructure offerings; the strength of general economic and business conditions; governmental budgetary constraints; whether customers decide to purchase hardware support contracts at or in close proximity to the time of hardware product sale; the percentage of our hardware support contract customer base that renews its support contracts and the close association between hardware products, which have a finite life, and customer demand for related hardware support as hardware products age; customer decisions to either maintain or upgrade their existing hardware infrastructure to newly developed technologies that are available; and foreign currency rate fluctuations.
Services Business
Our services business, which represented 8% of our total revenues in each of fiscal 2022 and 2021, helps customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our focus on Oracle technologies, extensive experience, broad sets of intellectual property and best practices. Our services offerings include consulting services and advanced customer services. Our services business has lower margins than our cloud and license and hardware businesses. Our services revenues are affected by many factors including our strategy for, and the competitive position of, our services; customer demand for our cloud and license and hardware offerings and the related services that we may market and sell in connection with these offerings; general economic conditions;
38
governmental budgetary constraints; personnel reductions in our customers’ IT departments; tighter controls over customer discretionary spending; and foreign currency rate fluctuations.
Acquisitions
Our selective and active acquisition program is another important element of our corporate strategy. Historically, we have invested billions of dollars to acquire a number of complementary companies, products, services and technologies. As compelling opportunities become available, we may acquire companies, products, services and technologies in furtherance of our corporate strategy. On December 20, 2021, we entered into an Agreement and Plan of Merger with Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities, for a preliminary estimated purchase price of approximately $28.2 billion. The transaction closed on June 8, 2022. Notes 2 and 17 of Notes to Consolidated Financial Statements, included elsewhere in this Annual Report, provide additional information related to our acquisition of Cerner and our other recent acquisitions.
We believe that we can fund our future acquisitions with our internally available cash, cash equivalents and marketable securities balances, cash generated from operations, additional borrowings or from the issuance of additional securities. We estimate the financial impact of any potential acquisition with regard to earnings, operating margin, cash flows and return on invested capital targets, among others, before deciding to move forward with an acquisition.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s Accounting Standards Codification (ASC), and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. GAAP, as set forth within the ASC, requires us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results include:
|
|
• |
Revenue Recognition; |
|
|
• |
Business Combinations; |
|
|
• |
Goodwill and Intangible Assets—Impairment Assessments; |
|
|
• |
Accounting for Income Taxes; and |
|
|
• |
Legal and Other Contingencies. |
Our senior management has reviewed our critical accounting policies and related disclosures with the Finance and Audit Committee of the Board of Directors. Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report includes additional information about our critical and other accounting policies.
Revenue Recognition
The most critical judgments required in applying ASC 606, Revenue Recognition from Customers, and our revenue recognition policy relate to the determination of distinct performance obligations and the evaluation of the standalone selling price (SSP) for each performance obligation.
39
Many of our customer contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation within a customer contract is distinct. Oracle products and services generally function on a standalone basis and do not require a significant amount of integration or interdependency. Therefore, multiple products and services contained within a customer contract are generally considered to be distinct and are not combined for revenue recognition purposes. We allocate the transaction price for each customer contract to each performance obligation based on the relative SSP (the determination of SSP is discussed below) for each performance obligation within each contract. We recognize the amount of transaction price allocated to each performance obligation within a customer contract as revenue as each performance obligation is satisfied.
We use historical sales transaction data and judgment, among other factors, in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services, which is reassessed on a periodic basis or when facts and circumstances change. SSP for our products and services can evolve over time due to changes in our pricing practices that are influenced by intense competition, changes in demand for our products and services, and economic factors, among others. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as substantially all customers elect to purchase license support contracts at the time of a license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to purchase the license. We are unable to establish the SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is generally determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues.
Business Combinations
We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.
Accounting for business combinations requires our management to make significant estimates and assumptions, especially at the acquisition date, including our estimates for intangible assets, pre-acquisition contingencies and any contingent consideration, where applicable. Although we believe that the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historical experience and information obtained from the management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.
40
For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts.
If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.
In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.
Goodwill and Intangible Assets—Impairment Assessments
We review goodwill for impairment annually and whenever events or changes in circumstances indicate its carrying value may not be recoverable. We make certain judgments and assumptions to determine our reporting units and in allocating shared assets and liabilities to determine the carrying values for each of our reporting units.
Judgment in the assessment of qualitative factors of impairment include cost factors; financial performance; legal, regulatory, contractual, political, business, and other factors; entity specific factors; industry and market considerations, macroeconomic conditions, and other relevant events and factors affecting the reporting unit. To the extent we determine that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed.
Performing a quantitative goodwill impairment test includes the determination of the fair value of a reporting unit and involves significant estimates and assumptions. These estimates and assumptions include, among others, revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and the determination of appropriate market comparables.
We make judgments about the recoverability of purchased finite lived intangible assets whenever events or changes in circumstances indicate that impairment may exist. In such situations, we are required to evaluate whether the net book values of our finite lived intangible assets are recoverable. We determine whether finite lived intangible assets are recoverable based upon the forecasted future cash flows that are expected to be generated by the lowest level associated asset grouping. Assumptions and estimates about future values and remaining useful lives of our intangible assets are complex and subjective and include, among others, forecasted undiscounted cash flows to be generated by certain asset groupings. These assumptions and estimates can be affected by a variety of factors, including external factors such as industry and economic trends and internal factors such as changes in our business strategy and our internal forecasts.
Accounting for Income Taxes
Judgment is required in determining our worldwide income tax provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of revenue sharing and cost reimbursement arrangements among related entities, the process of identifying items of revenues and expenses that qualify for preferential tax
41
treatment, and the segregation of foreign and domestic earnings and expenses to avoid double taxation. Although we believe that our estimates are reasonable, the final tax outcome of these matters could be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made.
We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. In order for us to realize our deferred tax assets, we must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. We consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, and prudent and feasible tax planning strategies in determining the need for a valuation allowance. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to the deferred tax assets valuation allowance would be charged to earnings in the period in which we make such a determination, or goodwill would be adjusted at our final determination of the valuation allowance related to an acquisition within the measurement period. If we later determine that it is more likely than not that the net deferred tax assets would be realized, we would reverse the applicable portion of the previously provided valuation allowance as an adjustment to our provision for income taxes at such time.
We calculate our current and deferred tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed during the subsequent year. Adjustments based on filed returns are generally recorded in the period when the tax returns are filed and the global tax implications are known, which can materially impact our effective tax rate.
The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities, which often result in proposed assessments. Our estimate of the potential outcome for any uncertain tax issue may require certain judgments. A description of our accounting policies associated with tax related contingencies assumed as a part of a business combination is provided under “Business Combinations” above.
For those tax related contingencies that are not a part of a business combination, we account for these uncertain tax issues pursuant to ASC 740, Income Taxes, which contains a two-step approach to recognizing and measuring uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. Although we believe that we have adequately reserved for our uncertain tax positions, no assurance can be given with respect to the final outcome of these matters. We adjust reserves for our uncertain tax positions due to changing facts and circumstances, such as the closing of a tax audit, judicial rulings, and refinement of estimates or realization of earnings or deductions that differ from our estimates. To the extent that the final outcome of these matters is different than the amounts recorded, such differences generally will impact our provision for income taxes in the period in which such a determination is made. Our provisions for income taxes include the impact of reserve provisions and changes to reserves that are considered appropriate and also include the related interest and penalties.
Legal and Other Contingencies
We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. A description of our accounting policies associated with contingencies assumed as a part of a business combination is provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available at the time the accruals are made. As additional information becomes available, we reassess the potential liability related to our pending claims and
42
litigation and may revise our estimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.
Results of Operations
Recent Global Events
Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022. Neither of the aforementioned countries, nor Ukraine, have composed or are expected to compose a material portion of Oracle’s total consolidated revenues, net income, net assets, or workforce. We serve hundreds of thousands of customers globally across a broad geographic and industry base. We are profitable and generate a large amount of positive cash flow from our operations, and we do not believe the current posture of the Russia-Ukraine situation will jeopardize either of these characteristics of our business. Other impacts due to this rapidly evolving situation are currently unknown and could potentially subject our business to materially adverse consequences. For a more complete discussion of the risks we encounter in our business, please refer to Item 1A Risk Factors included elsewhere in this Annual Report.
In addition, for a discussion of the impacts on and risks to our business from COVID-19, please refer to the risks included in Item 1A Risk Factors in this Annual Report and the information presented below in Results of Operations in this Item 7.
Presentation of Operating Segment Results and Other Financial Information
In our fiscal 2022 compared to fiscal 2021 results of operations discussion below, we provide an overview of our total consolidated revenues, total consolidated operating expenses and total consolidated operating margin, all of which are presented on a GAAP basis. We also present a GAAP-based discussion below for substantially all of the other expense items as presented in our consolidated statements of operations that are not directly attributable to our three businesses.
In addition, we discuss below the fiscal 2022 compared to fiscal 2021 results of each of our three businesses—cloud and license, hardware and services—which are our operating segments as defined pursuant to ASC 280, Segment Reporting. The financial reporting for our three businesses that is presented below is presented in a manner that is consistent with that used by our CODMs. Our operating segment presentation below reflects revenues, direct costs and sales and marketing expenses that correspond to and are directly attributable to each of our three businesses. We also utilize these inputs to calculate and present a segment margin for each of our three businesses in the discussion below.
Consistent with our internal management reporting processes, the below operating segment presentation for fiscal 2021 is noted to include any revenues adjustments related to cloud services and license support contracts that would have otherwise been recorded by the acquired businesses as independent entities but were not recognized in our consolidated statements of operations for fiscal 2021 due to certain business combination accounting requirements that were eliminated in fiscal 2022. Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of these items and Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a reconciliation of the summations of our total operating segment revenues as presented in the discussion below to total revenues as presented per our consolidated statements of operations for fiscal 2021.
In addition, research and development expenses, general and administrative expenses, stock-based compensation expenses, amortization of intangible assets, certain other expense allocations, acquisition related and other expenses, restructuring expenses, interest expense, non-operating expenses or income, net and (provision for) benefit from income taxes are not attributed to our three operating segments because our management does not view the performance of our three businesses including such items and/or it is impracticable to do so. Refer to “Supplemental Disclosure Related to Certain Charges” below for additional discussion of certain of these items and Note 14 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a
43
reconciliation of the summations of total segment margin as presented in the discussion below to total income before income taxes as presented per our consolidated statements of operations for fiscal 2022 and 2021.
We experienced COVID-19 related impacts to our businesses during fiscal 2022 and 2021. Certain of these historical impacts to our operating results are further discussed below. Any future impacts are currently unknown.
Separately,
|
|
• |
as described further below and in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report, we remitted and recorded $4.7 billion for certain litigation related charges during fiscal 2022; |
|
|
• |
as described further above, Oracle withdrew its operations from the Russian Federation and the Republic of Belarus in March 2022. Oracle recorded fiscal 2022 revenues of $248 million from these two countries, a reduction of $118 million relative to fiscal 2021. No revenues are expected to be recognized from these two countries prospectively; and |
|
|
• |
as described further below and in Notes 1 and 13 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report, we recorded a $2.3 billion one-time net deferred tax benefit during fiscal 2021 that related to a partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights. |
Constant Currency Presentation
Our international operations have provided and are expected to continue to provide a significant portion of each of our businesses’ revenues and expenses. As a result, each of our businesses’ revenues and expenses and our total revenues and expenses will continue to be affected by changes in the U.S. Dollar against major international currencies. In order to provide a framework for assessing how our underlying businesses performed, excluding the effects of foreign currency rate fluctuations, we compare the percent change in the results from one period to another period in this Annual Report using constant currency disclosure. To present this information, current and comparative prior period results for entities reporting in currencies other than U.S. Dollars are converted into U.S. Dollars at constant exchange rates (i.e., the rates in effect on May 31, 2021, which was the last day of our prior fiscal year) rather than the actual exchange rates in effect during the respective periods. For example, if an entity reporting in Euros had revenues of 1.0 million Euros from products sold on May 31, 2022 and 2021, our financial statements would reflect reported revenues of $1.07 million in fiscal 2022 (using 1.07 as the month-end average exchange rate for the period) and $1.22 million in fiscal 2021 (using 1.22 as the month-end average exchange rate for the period). The constant currency presentation, however, would translate the fiscal 2022 results using the fiscal 2021 exchange rate and indicate, in this example, no change in revenues during the period. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency.
44
Total Revenues and Operating Expenses
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Total Revenues by Geography: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
23,679 |
|
|
8% |
|
8% |
|
$ |
21,828 |
|
|
EMEA(1) |
|
|
12,011 |
|
|
1% |
|
5% |
|
|
11,894 |
|
|
Asia Pacific |
|
|
6,750 |
|
|
0% |
|
4% |
|
|
6,757 |
|
|
Total revenues |
|
|
42,440 |
|
|
5% |
|
7% |
|
|
40,479 |
|
|
Total Operating Expenses |
|
|
31,514 |
|
|
25% |
|
26% |
|
|
25,266 |
|
|
Total Operating Margin |
|
$ |
10,926 |
|
|
-28% |
|
-25% |
|
$ |
15,213 |
|
|
Total Operating Margin % |
|
26% |
|
|
|
|
|
|
38% |
|
||
|
% Revenues by Geography: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
56% |
|
|
|
|
|
|
54% |
|
||
|
EMEA |
|
28% |
|
|
|
|
|
|
29% |
|
||
|
Asia Pacific |
|
16% |
|
|
|
|
|
|
17% |
|
||
|
Total Revenues by Business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud and license |
|
$ |
36,052 |
|
|
6% |
|
7% |
|
$ |
34,099 |
|
|
Hardware |
|
|
3,183 |
|
|
-5% |
|
-3% |
|
|
3,359 |
|
|
Services |
|
|
3,205 |
|
|
6% |
|
8% |
|
|
3,021 |
|
|
Total revenues |
|
$ |
42,440 |
|
|
5% |
|
7% |
|
$ |
40,479 |
|
|
% Revenues by Business: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud and license |
|
85% |
|
|
|
|
|
|
84% |
|
||
|
Hardware |
|
7% |
|
|
|
|
|
|
8% |
|
||
|
Services |
|
8% |
|
|
|
|
|
|
8% |
|
||
|
(1) |
Comprised of Europe, the Middle East and Africa |
Excluding the effects of foreign currency rate fluctuations, our total revenues increased in fiscal 2022 due to growth in our cloud and license business’ revenues and services business’ revenues, which were partially offset by a decline in our hardware business’ revenues. The constant currency increase in our cloud and license business’ revenues during fiscal 2022 relative to fiscal 2021 was attributable to growth in our cloud services and license support revenues and cloud license and on-premise license revenues as customers purchased our applications and infrastructure technologies via cloud and license deployment models. Customers also renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support services. The constant currency increase in our services business’ revenues during fiscal 2022 relative to fiscal 2021 was attributable to an increase in revenues for each of our primary services offerings. The constant currency decrease in our hardware business’ revenues during fiscal 2022 relative to fiscal 2021 was due to the emphasis we placed on the marketing and sale of our growing cloud-based infrastructure technologies and the de-emphasis of our sales and marketing efforts for certain of our non-strategic hardware products and related support services. In constant currency, the Americas, EMEA and Asia Pacific regions contributed 68%, 22% and 10%, respectively, to our total revenue growth during fiscal 2022.
Excluding the effects of foreign currency rate fluctuations, our total operating expenses increased during fiscal 2022 relative to fiscal 2021 substantially due to certain litigation related charges recorded to acquisition related and other expenses as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report. In addition, our total operating expenses increased due to higher cloud services and license support expenses, which were primarily due to higher employee related expenses and infrastructure investments that were made to support the increase in our cloud and license business’ revenues; higher services expenses, which increased primarily due to higher employee related and external contractor expenses; and higher research and development and general and administrative expenses, both of which increased primarily due to higher employee related expenses. These constant currency expense increases were partially offset by lower amortization of intangible assets, lower restructuring expenses and by $250 million of gains from operating asset sales, which were allocated across most of our operating expense lines during fiscal 2022. During fiscal 2022 and
45
2021, we curtailed certain variable expenditures including employee travel expenses, among others, primarily in response to COVID-19. We expect certain of these expenses may normalize in future periods provided global economic and health conditions improve.
In constant currency, our total operating margin and total operating margin as a percentage of total revenues decreased in fiscal 2022, relative to fiscal 2021, substantially due to the unfavorable impact of the fiscal 2022 litigation related charges referenced above, partially offset by higher fiscal 2022 total margin generated by our operating segments and the aforementioned gains from operating asset sales during fiscal 2022.
Supplemental Disclosure Related to Certain Charges
To supplement our consolidated financial information, we believe that the following information is helpful to an overall understanding of our past financial performance and prospects for the future.
Our operating results reported pursuant to GAAP included the following business combination accounting adjustments and expenses related to acquisitions and certain other expense and income items that affected our GAAP net income:
|
|
|
Year Ended May 31, |
|
|||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
||
|
Cloud services and license support deferred revenues(1) |
|
$ |
— |
|
|
$ |
2 |
|
|
Amortization of intangible assets(2) |
|
|
1,150 |
|
|
|
1,379 |
|
|
Acquisition related and other(3) |
|
|
4,713 |
|
|
|
138 |
|
|
Restructuring(4) |
|
|
191 |
|
|
|
431 |
|
|
Stock-based compensation, operating segments(5) |
|
|
735 |
|
|
|
513 |
|
|
Stock-based compensation, R&D and G&A(5) |
|
|
1,878 |
|
|
|
1,324 |
|
|
Income tax effects(6) |
|
|
(1,723 |
) |
|
|
(3,408 |
) |
|
|
|
$ |
6,944 |
|
|
$ |
379 |
|
|
(1) |
Due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022, we have estimated the fair values of the cloud services and license support contracts assumed and did not recognize the cloud services and license support revenue amounts presented in the above table for fiscal 2021 that would have otherwise been recorded by the acquired businesses as independent entities upon delivery of the contractual obligations. To the extent customers for which these contractual obligations pertain renew these contracts with us, we expect to recognize revenues for the full contracts’ values over the respective contracts’ renewal periods. |
|
(2) |
Represents the amortization of intangible assets, substantially all of which were acquired in connection with our acquisitions. As of May 31, 2022, estimated future amortization related to intangible assets was as follows (in millions): |
|
|
Fiscal 2023 |
|
$ |
750 |
|
|
|
Fiscal 2024 |
|
|
508 |
|
|
|
Fiscal 2025 |
|
|
148 |
|
|
|
Fiscal 2026 |
|
|
24 |
|
|
|
Fiscal 2027 |
|
|
6 |
|
|
|
Thereafter |
|
|
4 |
|
|
|
Total intangible assets, net |
|
$ |
1,440 |
|
|
(3) |
Acquisition related and other expenses consisted of personnel related costs for transitional and certain other employees, certain business combination adjustments including certain adjustments after the measurement period has ended, and certain other operating items, net. For fiscal 2022, acquisition related and other expenses also included certain litigation related charges as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report. We consider the litigation related charges that are included in this line item to be outside our ordinary course of business based on the following considerations: (i) the unprecedented nature of the litigation related charges including the nature and size of the damages awarded; (ii) the dissimilarity of this litigation and related charges to recurring litigation of which we are a party in the normal course of business, for which any and all such charges are included in our GAAP operating results and are not separately quantified and disclosed within this line item or any other line in the table presented above; (iii) the complexity of the case; (iv) the counterparty involved; and (v) our expectation that litigation related charges of this nature will not recur in future periods; among other factors. |
|
(4) |
Restructuring expenses during fiscal 2022 primarily related to employee severance in connection with our Fiscal 2022 Oracle Restructuring Plan (2022 Restructuring Plan). Restructuring expenses during fiscal 2021 primarily related to employee severance in connection with our Fiscal 2019 Oracle Restructuring Plan (2019 Restructuring Plan). Additional information regarding certain of our restructuring plans is provided in management’s discussion below under “Restructuring Expenses,” and in Note 8 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report. |
46
|
(5) |
Stock-based compensation was included in the following operating expense line items of our consolidated statements of operations (in millions): |
|
|
|
|
Year Ended May 31, |
|
|||||
|
|
|
|
2022 |
|
|
2021 |
|
||
|
|
Cloud services and license support |
|
$ |
205 |
|
|
$ |
134 |
|
|
|
Hardware |
|
|
15 |
|
|
|
11 |
|
|
|
Services |
|
|
67 |
|
|
|
55 |
|
|
|
Sales and marketing |
|
|
448 |
|
|
|
313 |
|
|
|
Stock-based compensation, operating segments |
|
|
735 |
|
|
|
513 |
|
|
|
Research and development |
|
|
1,633 |
|
|
|
1,188 |
|
|
|
General and administrative |
|
|
245 |
|
|
|
136 |
|
|
|
Total stock-based compensation |
|
$ |
2,613 |
|
|
$ |
1,837 |
|
|
(6) |
For fiscal 2022, the applicable jurisdictional tax rates applied to our income before income taxes after excluding the tax effects of items within the table above such as for stock-based compensation, amortization of intangible assets, restructuring, and certain acquisition related and other items, and after excluding the net deferred tax effects associated with a previously recorded income tax benefit that resulted from a partial realignment of our legal entity structure, resulted in an effective tax rate of 16.3%, instead of 12.2%, which represented our effective tax rate as derived per our consolidated statement of operations. For fiscal 2021, the applicable jurisdictional tax rates applied to our income before income taxes after excluding the tax effects of items within the table above such as for stock-based compensation, amortization of intangible assets, restructuring, and certain other acquisition related items, and after excluding a $2.3 billion net tax benefit arising from the increase of a deferred tax asset associated with a partial realignment of our legal entity structure and any related deferred tax expense resulted in an effective tax rate of 15.9%, instead of (5.7%), which represented our effective tax rate as derived per our consolidated statement of operations. |
Cloud and License Business
Our cloud and license business engages in the sale and marketing of our applications and infrastructure technologies that are delivered through various deployment models and include: Oracle license support offerings; Oracle Cloud Services offerings; and Oracle cloud license and on-premise license offerings. License support revenues are typically generated through the sale of applications and infrastructure license support contracts related to cloud licenses and on-premise licenses; are purchased by our customers at their option; and are generally recognized as revenues ratably over the contractual term, which is generally one year. Our cloud services deliver applications and infrastructure technologies on a subscription basis via cloud-based deployment models that we develop, provide unspecified updates and enhancements for, deploy, host, manage and support. Revenues for our cloud services are generally recognized over the contractual term, which is generally one to three years, or in the case of usage model contracts, as the cloud services are consumed. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments and are generally recognized up front at the point in time when the software is made available to the customer to download and use. We continue to place significant emphasis, both domestically and internationally, on direct sales through our own sales force. We also continue to market certain of our offerings through indirect channels. Costs associated with our cloud and license business are included in cloud services and license support expenses, and sales and marketing expenses. These costs are largely personnel and infrastructure related including the cost of providing our cloud services and license support offerings, salaries and commissions earned by our sales force for the sale of our cloud and license offerings, and marketing program costs.
47
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021(1) |
|
||
|
Cloud and License Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
20,594 |
|
|
10% |
|
10% |
|
$ |
18,783 |
|
|
EMEA |
|
|
10,016 |
|
|
1% |
|
5% |
|
|
9,928 |
|
|
Asia Pacific |
|
|
5,442 |
|
|
1% |
|
5% |
|
|
5,390 |
|
|
Total revenues |
|
|
36,052 |
|
|
6% |
|
7% |
|
|
34,101 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud services and license support(2) |
|
|
4,915 |
|
|
19% |
|
20% |
|
|
4,133 |
|
|
Sales and marketing(2) |
|
|
7,054 |
|
|
4% |
|
5% |
|
|
6,799 |
|
|
Total expenses(2) |
|
|
11,969 |
|
|
9% |
|
11% |
|
|
10,932 |
|
|
Total Margin |
|
$ |
24,083 |
|
|
4% |
|
6% |
|
$ |
23,169 |
|
|
Total Margin % |
|
67% |
|
|
|
|
|
|
68% |
|
||
|
% Revenues by Geography: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
57% |
|
|
|
|
|
|
55% |
|
||
|
EMEA |
|
28% |
|
|
|
|
|
|
29% |
|
||
|
Asia Pacific |
|
15% |
|
|
|
|
|
|
16% |
|
||
|
Revenues by Offerings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud services and license support(1) |
|
$ |
30,174 |
|
|
5% |
|
6% |
|
$ |
28,702 |
|
|
Cloud license and on-premise license |
|
|
5,878 |
|
|
9% |
|
12% |
|
|
5,399 |
|
|
Total revenues(1) |
|
$ |
36,052 |
|
|
6% |
|
7% |
|
$ |
34,101 |
|
|
Cloud Services and License Support Revenues by Ecosystem: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Applications cloud services and license support |
|
$ |
12,612 |
|
|
8% |
|
8% |
|
$ |
11,713 |
|
|
Infrastructure cloud services and license support |
|
|
17,562 |
|
|
3% |
|
5% |
|
|
16,989 |
|
|
Total cloud services and license support revenues |
|
$ |
30,174 |
|
|
5% |
|
6% |
|
$ |
28,702 |
|
|
(1) |
Revenues presented for fiscal 2021 included cloud services and license support revenue adjustments related to certain cloud services and license support contracts that would have otherwise been recorded as revenues by the acquired businesses as independent entities but were not recognized in our GAAP-based consolidated statements of operations for fiscal 2021 due to business combination accounting rules that were applicable to acquisitions closed prior to fiscal 2022. Such revenue adjustments were included in our operating segment results for fiscal 2021 for purposes of reporting to and review by our CODMs. See “Presentation of Operating Segment Results and Other Financial Information” above for additional information. |
|
(2) |
Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segment Results and Other Financial Information” above. |
Excluding the effects of foreign currency rate fluctuations, our cloud and license business’ total revenues increased in fiscal 2022 relative to fiscal 2021 due to growth in our cloud services and license support revenues and growth in our cloud license and on-premise license revenues as customers purchased our applications and infrastructure technologies via cloud and license deployment models and renewed their related cloud contracts and license support contracts to continue to gain access to the latest versions of our technologies and to receive support for which we delivered such cloud and support services during fiscal 2022. Our total cloud services revenues increased to $10.8 billion in fiscal 2022 from $8.9 billion in fiscal 2021 due to growth in our Oracle SaaS and OCI offerings. In constant currency, the Americas, EMEA and Asia Pacific regions contributed 71%, 18% and 11%, respectively, of the constant currency revenue growth for this business in fiscal 2022.
In constant currency, our total cloud and license business’ expenses increased in fiscal 2022 compared to fiscal 2021 due to higher cloud services and license support expenses, primarily due to higher employee related expenses due to higher headcount and higher technology infrastructure expenses to support the increase in our cloud and license business’ revenues; and higher sales and marketing expenses, primarily due to higher employee related expenses from higher headcount. These constant currency expense increases were partially offset by an allocation of a portion of the gains from fiscal 2022 operating asset sales as described above. Our cloud services and license support expenses have grown in recent periods and we expect this growth to continue to accelerate in
48
fiscal 2023 as we increase our existing data center capacity and establish data centers in new geographic locations in order to meet current and expected customer demand.
Excluding the effects of currency rate fluctuations, our cloud and license business’ total margin increased in fiscal 2022 compared to fiscal 2021 due to fiscal 2022 increases in total revenues for this business, while total fiscal 2022 margin as a percentage of revenues for this business decreased slightly due to expenses growth.
Hardware Business
Our hardware business’ revenues are generated from the sales of our Oracle Engineered Systems, server, storage, and industry-specific hardware offerings. The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered to the customer and ownership is transferred to the customer. Our hardware business also earns revenues from the sale of hardware support contracts purchased by our customers at their option and that are generally recognized as revenues ratably as the hardware support services are delivered over the contractual term, which is generally one year. The majority of our hardware products are sold through indirect channels such as independent distributors and value-added resellers and we also market and sell our hardware products through our direct sales force. Operating expenses associated with our hardware business include the cost of hardware products, which consists of expenses for materials and labor used to produce these products by our internal manufacturing operations or by third-party manufacturers, warranty and related expenses and the impact of periodic changes in inventory valuation, including the impact of inventory determined to be excess and obsolete; the cost of materials used to repair customer products with eligible support contracts; the cost of labor and infrastructure to provide support services; and sales and marketing expenses, which are largely personnel related and include variable compensation earned by our sales force for the sales of our hardware offerings.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Hardware Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
1,558 |
|
|
-6% |
|
-6% |
|
$ |
1,650 |
|
|
EMEA |
|
|
949 |
|
|
-4% |
|
1% |
|
|
989 |
|
|
Asia Pacific |
|
|
676 |
|
|
-6% |
|
-3% |
|
|
720 |
|
|
Total revenues |
|
|
3,183 |
|
|
-5% |
|
-3% |
|
|
3,359 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Hardware products and support(1) |
|
|
944 |
|
|
0% |
|
2% |
|
|
945 |
|
|
Sales and marketing(1) |
|
|
361 |
|
|
-7% |
|
-5% |
|
|
388 |
|
|
Total expenses(1) |
|
|
1,305 |
|
|
-2% |
|
0% |
|
|
1,333 |
|
|
Total Margin |
|
$ |
1,878 |
|
|
-7% |
|
-5% |
|
$ |
2,026 |
|
|
Total Margin % |
|
59% |
|
|
|
|
|
|
60% |
|
||
|
% Revenues by Geography: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
49% |
|
|
|
|
|
|
49% |
|
||
|
EMEA |
|
30% |
|
|
|
|
|
|
30% |
|
||
|
Asia Pacific |
|
21% |
|
|
|
|
|
|
21% |
|
||
|
(1) |
Excludes stock-based compensation and certain expense allocations. Also excludes amortization of intangible assets and certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segments and Other Financial Information” above. |
Our constant currency hardware revenues decreased in fiscal 2022 relative to fiscal 2021, primarily due to our continued emphasis on the marketing and sale of our cloud-based infrastructure technologies and strategic hardware offerings and the de-emphasis of our sales and marketing efforts for certain of our nonstrategic hardware products, which resulted in reduced sales volumes of certain of our hardware product lines and also
49
impacted the volume of hardware support contracts sold in recent periods. Our hardware business’ revenues were also adversely impacted during fiscal 2022 and 2021 due to the impacts of the COVID-19 pandemic, including global supply chain shortages for technology components that resulted in certain manufacturing delays, and any such prospective impacts are unknown. Geographically, we experienced constant currency revenue declines in the Americas and the Asia Pacific regions during fiscal 2022, partially offset by constant currency revenue increases in the EMEA region.
Excluding the effects of currency rate fluctuations, total hardware expenses were flat in fiscal 2022, relative to the corresponding prior year period.
In constant currency, our hardware business’ total margin and total margin as a percentage of revenues decreased in fiscal 2022 compared to fiscal 2021 primarily due to lower total revenues for this business.
Services Business
Our services offerings are designed to help maximize the performance of customer investments in Oracle applications and infrastructure technologies and substantially include our consulting services and advanced customer services offerings. Services revenues are generally recognized over time as the services are performed. The cost of providing our services consists primarily of personnel related expenses, technology infrastructure expenditures, facilities expenses and external contractor expenses.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Services Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
$ |
1,527 |
|
|
9% |
|
9% |
|
$ |
1,397 |
|
|
EMEA |
|
|
1,046 |
|
|
7% |
|
11% |
|
|
977 |
|
|
Asia Pacific |
|
|
632 |
|
|
-2% |
|
1% |
|
|
647 |
|
|
Total revenues |
|
|
3,205 |
|
|
6% |
|
8% |
|
|
3,021 |
|
|
Total Expenses(1) |
|
|
2,539 |
|
|
6% |
|
8% |
|
|
2,393 |
|
|
Total Margin |
|
$ |
666 |
|
|
6% |
|
9% |
|
$ |
628 |
|
|
Total Margin % |
|
21% |
|
|
|
|
|
|
21% |
|
||
|
% Revenues by Geography: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas |
|
48% |
|
|
|
|
|
|
46% |
|
||
|
EMEA |
|
32% |
|
|
|
|
|
|
32% |
|
||
|
Asia Pacific |
|
20% |
|
|
|
|
|
|
22% |
|
||
|
(1) |
Excludes stock-based compensation and certain allocations. Also excludes certain other GAAP-based expenses, which were not allocated to our operating segment results for purposes of reporting to and review by our CODMs, as further described under “Presentation of Operating Segments and Other Financial Information” above. |
Excluding the effects of currency rate fluctuations, our total services revenues increased in fiscal 2022 relative to fiscal 2021 primarily due to revenue increases in each of our primary services offerings. In constant currency, the Americas, the EMEA and the Asia Pacific regions contributed 53%, 44% and 3%, respectively, to the revenue growth for this business in fiscal 2022.
In constant currency, total services expenses increased in fiscal 2022 compared to fiscal 2021 primarily due to higher employee related expenses due to higher headcount and higher external contractor expenses.
In constant currency, our services business’ total margin increased during fiscal 2022 relative to fiscal 2021 due to higher total revenues for this business. In constant currency, total margin as a percentage of total services revenues was flat during fiscal 2022 relative to fiscal 2021.
Research and Development Expenses: Research and development expenses consist primarily of personnel related expenditures. We intend to continue to invest significantly in our research and development efforts because, in our judgment, they are essential to maintaining our competitive position.
50
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Research and development(1) |
|
$ |
5,586 |
|
|
5% |
|
5% |
|
$ |
5,339 |
|
|
Stock-based compensation |
|
|
1,633 |
|
|
38% |
|
38% |
|
|
1,188 |
|
|
Total expenses |
|
$ |
7,219 |
|
|
11% |
|
11% |
|
$ |
6,527 |
|
|
% of Total Revenues |
|
17% |
|
|
|
|
|
|
16% |
|
||
|
(1) |
Excluding stock-based compensation |
On a constant currency basis, total research and development expenses increased in fiscal 2022 compared to fiscal 2021 primarily due to higher employee related expenses due to increased headcount and higher stock-based compensation expenses. This constant currency expense increase was partially offset by an allocation of gains from fiscal 2022 operating asset sales as described above.
General and Administrative Expenses: General and administrative expenses primarily consist of personnel related expenditures for IT, finance, legal and human resources support functions.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
General and administrative(1) |
|
$ |
1,072 |
|
|
-4% |
|
-3% |
|
$ |
1,118 |
|
|
Stock-based compensation |
|
|
245 |
|
|
79% |
|
79% |
|
|
136 |
|
|
Total expenses |
|
$ |
1,317 |
|
|
5% |
|
6% |
|
$ |
1,254 |
|
|
% of Total Revenues |
|
3% |
|
|
|
|
|
|
3% |
|
||
|
(1) |
Excluding stock-based compensation |
Excluding the effects of foreign currency rate fluctuations, total general and administrative expenses increased in fiscal 2022 primarily due to higher stock-based compensation expenses. This constant currency expense increase was partially offset by an allocation of gains from fiscal 2022 operating asset sales as described above.
Amortization of Intangible Assets: Substantially all of our intangible assets were acquired through our business combinations. We amortize our intangible assets over, and monitor the appropriateness of, the estimated useful lives of these assets. We also periodically review these intangible assets for potential impairment based upon relevant facts and circumstances. Note 6 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report has additional information regarding our intangible assets and related amortization.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Developed technology |
|
$ |
475 |
|
|
-24% |
|
-23% |
|
$ |
621 |
|
|
Cloud services and license support agreements and related relationships |
|
|
592 |
|
|
-11% |
|
-11% |
|
|
669 |
|
|
Other |
|
|
83 |
|
|
-7% |
|
-7% |
|
|
89 |
|
|
Total amortization of intangible assets |
|
$ |
1,150 |
|
|
-17% |
|
-17% |
|
$ |
1,379 |
|
Amortization of intangible assets decreased in fiscal 2022 due to a reduction in expenses associated with certain of our intangible assets that became fully amortized, partially offset by a smaller amount of additional amortization from intangible assets that we acquired in connection with our recent acquisitions.
Acquisition Related and Other Expenses: Acquisition related and other expenses consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net.
51
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Transitional and other employee related costs |
|
$ |
10 |
|
|
88% |
|
87% |
|
$ |
5 |
|
|
Business combination adjustments, net |
|
|
9 |
|
|
109% |
|
108% |
|
|
4 |
|
|
Other, net |
|
|
4,694 |
|
|
* |
|
* |
|
|
129 |
|
|
Total acquisition related and other expenses |
|
$ |
4,713 |
|
|
* |
|
* |
|
$ |
138 |
|
|
* |
Not meaningful |
On a constant currency basis, acquisition related and other expenses increased during fiscal 2022 due to litigation related charges of $4.7 billion, which we generally do not expect to recur, as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
Restructuring Expenses: Restructuring expenses resulted from the execution of management approved restructuring plans that were generally developed to improve our cost structure and/or operations, often in conjunction with our acquisition integration strategies and/or other strategic initiatives. Restructuring expenses consist of employee severance costs, contract termination costs and certain other exit costs to improve our cost structure prospectively. For additional information regarding our restructuring plans, see Note 8 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Restructuring expenses |
|
$ |
191 |
|
|
-56% |
|
-56% |
|
$ |
431 |
|
Restructuring expenses in fiscal 2022 primarily related to our 2022 Restructuring Plan. Restructuring expenses in fiscal 2021 primarily related to our 2019 Restructuring Plan, which is substantially complete. Our management approved, committed to and initiated the 2022 Restructuring Plan and the 2019 Restructuring Plan in order to restructure and further improve efficiencies in our operations. We may incur additional restructuring expenses in future periods due to the initiation of new restructuring plans or from changes in estimated costs associated with existing restructuring plans.
The majority of the initiatives undertaken by our 2022 Restructuring Plan were effected to implement our continued emphasis in developing, marketing, selling and delivering our cloud-based offerings. Certain of the cost savings realized pursuant to our 2022 Restructuring Plan initiatives were offset by investments in resources and geographies that better address the development, marketing, sale and delivery of our cloud‑based offerings including investments in the development and delivery of our second‑generation cloud infrastructure.
Interest Expense:
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Interest expense |
|
$ |
2,755 |
|
|
10% |
|
10% |
|
$ |
2,496 |
|
Interest expense increased in fiscal 2022 compared to fiscal 2021 primarily due to higher average borrowings during fiscal 2022 that resulted from our issuance of $15.0 billion of senior notes in March 2021 partially offset by lower interest expense that resulted from $8.3 billion of scheduled repayments made during fiscal 2022.
52
Non-Operating (Expenses) Income, net: Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to equity investments including losses attributable to equity method investments and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan, and non-service net periodic pension income and losses.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
Interest income |
|
$ |
94 |
|
|
-7% |
|
-5% |
|
$ |
101 |
|
|
Foreign currency losses, net |
|
|
(199 |
) |
|
79% |
|
79% |
|
|
(112 |
) |
|
Noncontrolling interests in income |
|
|
(184 |
) |
|
2% |
|
2% |
|
|
(180 |
) |
|
(Losses) gains in equity investments, net |
|
|
(147 |
) |
|
* |
|
* |
|
|
262 |
|
|
Other (losses) gains, net |
|
|
(86 |
) |
|
* |
|
* |
|
|
211 |
|
|
Total non-operating (expenses) income, net |
|
$ |
(522 |
) |
|
* |
|
* |
|
$ |
282 |
|
|
* |
Not meaningful |
In constant currency, we incurred non-operating expenses, net in fiscal 2022 in comparison to non-operating income, net that we recorded in fiscal 2021. Non-operating expenses, net increased during fiscal 2022 primarily due to higher net foreign currency losses; higher net losses from equity investments, primarily due to an unrealized gain of $299 million recorded in fiscal 2021 for certain non-marketable equity securities with no such corresponding gain recorded in fiscal 2022; higher losses in fiscal 2022 associated with equity investments for which we follow the equity method of accounting; and higher other expense, net, which was primarily attributable to higher unrealized investment losses associated with certain marketable equity securities that we held for employee benefit plans, and for which an equal and offsetting amount was recorded to our operating expenses during the same period.
(Provision for) Benefit from Income Taxes: Our effective income tax rates for each of the periods presented were the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. Refer to Note 13 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for a discussion regarding the differences between the effective income tax rates as presented for the periods below and the U.S. federal statutory income tax rates that were in effect during these periods. Future effective tax rates could be adversely affected by an unfavorable shift of earnings weighted to jurisdictions with higher tax rates, by unfavorable changes in tax laws and regulations, by adverse rulings in tax related litigation, or by shortfalls in stock-based compensation realized by employees relative to stock-based compensation that was recorded for book purposes, among others.
|
|
|
Year Ended May 31, |
|
|||||||||
|
|
|
|
|
|
|
Percent Change |
|
|
|
|
||
|
(Dollars in millions) |
|
2022 |
|
|
Actual |
|
Constant |
|
2021 |
|
||
|
(Provision for) benefit from income taxes |
|
$ |
(932 |
) |
|
* |
|
* |
|
$ |
747 |
|
|
Effective tax expense (benefit) rate |
|
12.2% |
|
|
|
|
|
|
(5.7%) |
|
||
|
* |
Not meaningful |
Provision for income taxes increased during fiscal 2022 compared to fiscal 2021, primarily due to the absence of a favorable impact of $2.3 billion net tax benefit arising from an increase in a net deferred tax asset associated with a partial realignment of our legal entity structure that resulted in the intra-group transfer of certain intellectual property rights in fiscal 2021. This unfavorable variance was partially offset by lower income taxes of $824 million associated with lower pre-tax income in fiscal 2022 that was primarily attributable to certain litigation related charges as further described in Note 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report and, to a much lesser extent, a favorable jurisdictional mix of earnings partially offset by a decrease in unrecognized tax benefits due to settlements with tax authorities and other events.
53
Liquidity and Capital Resources
|
|
|
As of May 31, |
|
|||||||
|
(Dollars in millions) |
|
2022 |
|
|
Change |
|
2021 |
|
||
|
Working capital |
|
$ |
12,122 |
|
|
-61% |
|
$ |
31,403 |
|
|
Cash, cash equivalents and marketable securities |
|
$ |
21,902 |
|
|
-53% |
|
$ |
46,554 |
|
Working capital: The decrease in working capital as of May 31, 2022 in comparison to May 31, 2021 was primarily due to $16.2 billion of cash used for repurchases of our common stock, $4.7 billion of cash paid for certain litigation related charges that we generally do not expect to recur, $3.8 billion of long-term senior notes that were reclassified to current liabilities, cash used to pay dividends to our stockholders and cash used for capital expenditures during fiscal 2022. These unfavorable impacts were partially offset by the favorable impacts to our net current assets resulting from our net income, net cash proceeds of $318 million associated with the sale of certain operating assets, and cash proceeds from stock option exercises, all of which occurred during fiscal 2022. Our working capital may be impacted by some or all of the aforementioned factors in future periods, the amounts and timing of which are variable.
Cash, cash equivalents and marketable securities: Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist of time deposits, marketable equity securities and certain other securities. The decrease in cash, cash equivalents and marketable securities at May 31, 2022 in comparison to May 31, 2021 was primarily due to $16.2 billion of settled repurchases of our common stock, $8.3 billion of debt repayments, $4.7 billion of cash paid for certain litigation related charges that we generally do not expect to recur, payments of cash dividends to our stockholders and cash used for capital expenditures. These cash outflows during fiscal 2022 were partially offset by certain cash inflows generated by our normal business operations, from the sales of certain operating assets, and from stock option exercises during fiscal 2022.
|
|
|
Year Ended May 31, |
|
|||||||
|
(Dollars in millions) |
|
2022 |
|
|
Change |
|
2021 |
|
||
|
Net cash provided by operating activities |
|
$ |
9,539 |
|
|
-40% |
|
$ |
15,887 |
|
|
Net cash provided by (used for) investing activities |
|
$ |
11,220 |
|
|
* |
|
$ |
(13,098 |
) |
|
Net cash used for financing activities |
|
$ |
(29,126 |
) |
|
181% |
|
$ |
(10,378 |
) |
|
* |
Not meaningful |
Cash flows from operating activities: Our largest source of operating cash flows is cash collections from our customers following the purchase and renewal of their license support agreements. Payments from customers for these license support agreements are generally received near the beginning of the contracts’ terms, which are generally one year in length. Over the course of a fiscal year, we also have historically generated cash from the sales of new licenses, cloud services, hardware offerings and other services. Our primary uses of cash from operating activities are typically for employee related expenditures, material and manufacturing costs related to the production of our hardware products, taxes, interest payments and leased facilities.
Net cash provided by operating activities decreased during fiscal 2022 compared to fiscal 2021 primarily due to lower net income that was primarily the result of cash payments made in connection with certain litigation related charges that we generally do not expect to recur and certain other cash unfavorable working capital changes, net, in each case during fiscal 2022 in comparison to fiscal 2021.
Cash flows from investing activities: The changes in cash flows from investing activities primarily relate to the timing of our purchases, maturities and sales of our investments in marketable securities, and investments in capital and other assets, including certain intangible assets, to support our growth.
Net cash provided by investing activities was $11.2 billion during fiscal 2022 in comparison to net cash used for investing activities of $13.1 billion during fiscal 2021. The increase in net cash provided by investing activities during fiscal 2022 was primarily due to a decrease in the cash used for the purchases of marketable securities and
54
other investments, partially offset by a decrease in cash proceeds from sales and maturities of marketable securities and other investments and an increase in cash used for capital expenditures, in each case during fiscal 2022 in comparison to fiscal 2021.
Cash flows from financing activities: The changes in cash flows from financing activities primarily relate to borrowings and repayments related to our debt instruments, stock repurchases, dividend payments and net proceeds related to employee stock programs.
Net cash used for financing activities during fiscal 2022 increased compared to fiscal 2021 primarily due to an issuance of $15.0 billion of senior notes in fiscal 2021 with no corresponding issuance of senior notes in fiscal 2022, higher debt repayments, higher net cash used for our employee stock program, and higher payments of dividends, partially offset by lower stock repurchases, in each case during fiscal 2022 in comparison to fiscal 2021.
Free cash flow: To supplement our statements of cash flows presented on a GAAP basis, we use non-GAAP measures of cash flows on a trailing 4-quarter basis to analyze cash flows generated from our operations. We believe that free cash flow is also useful as one of the bases for comparing our performance with our competitors. The presentation of non-GAAP free cash flow is not meant to be considered in isolation or as an alternative to net income as an indicator of our performance, or as an alternative to cash flows from operating activities as a measure of liquidity. We calculate free cash flow as follows:
|
|
|
Year Ended May 31, |
|
|||||||
|
(Dollars in millions) |
|
2022 |
|
|
Change |
|
2021 |
|
||
|
Net cash provided by operating activities |
|
$ |
9,539 |
|
|
-40% |
|
$ |
15,887 |
|
|
Capital expenditures |
|
|
(4,511 |
) |
|
111% |
|
|
(2,135 |
) |
|
Free cash flow |
|
$ |
5,028 |
|
|
-63% |
|
$ |
13,752 |
|
|
Net income |
|
$ |
6,717 |
|
|
|
|
$ |
13,746 |
|
|
Free cash flow as percent of net income |
|
75% |
|
|
|
|
100% |
|
||
Recent Financing Activities:
Credit Agreements and Related Borrowings: In March 2022, we entered into a $6.0 billion, five-year revolving credit agreement (the Revolving Credit Agreement) and a $15.7 billion, 364-day delayed draw term loan credit agreement (the Bridge Credit Agreement). In June 2022, in connection with the acquisition of Cerner, we borrowed $15.7 billion pursuant to the Bridge Credit Agreement. Additional information is included in Notes 7 and 17 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
Cash Dividends: In fiscal 2022, we declared and paid cash dividends of $1.28 per share that totaled $3.5 billion. In June 2022, our Board of Directors declared a quarterly cash dividend of $0.32 per share of our outstanding common stock payable on July 26, 2022 to stockholders of record as of the close of business on July 12, 2022. Future declarations of dividends and the establishment of future record and payment dates are subject to the final determination of our Board of Directors.
Common Stock Repurchase Program: Our Board of Directors has approved a program for us to repurchase shares of our common stock. On December 9, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $10.0 billion. As of May 31, 2022, approximately $9.4 billion remained available for stock repurchases pursuant to our stock repurchase program. We repurchased 185.8 million shares for $16.2 billion, 329.2 million shares for $21.0 billion, and 361.0 million shares for $19.2 billion in fiscal 2022, 2021 and 2020, respectively. Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases and pursuant to a Rule 10b5-1 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
55
Contractual Obligations: Our largest contractual obligations as of May 31, 2022 consisted of:
|
|
• |
principal payments related to our senior notes and other borrowings that are included in our consolidated balance sheet and the related periodic interest payments; |
|
|
• |
our acquisition of Cerner, which closed on June 8, 2022 and for which we borrowed $15.7 billion on the same day pursuant to the Bridge Credit Agreement; |
|
|
• |
routine tax payments including those that are payable pursuant to the transition tax under the U.S. Tax Cuts and Jobs Act of 2017 that are included in our consolidated balance sheet; |
|
|
• |
operating lease liabilities that are included in our consolidated balance sheet; and |
|
|
• |
other contractual commitments associated with agreements that are enforceable and legally binding. |
In addition, as of May 31, 2022, we had $8.9 billion of gross unrecognized income tax benefits, including related interest and penalties, recorded on our consolidated balance sheet, the nature of which is uncertain with respect to settlement or release with the relevant tax authorities, although we believe it is reasonably possible that certain of these liabilities could be settled or released during fiscal 2023. We are involved in claims and legal proceedings, which are inherently uncertain with respect to outcomes, estimates and assumptions that we make as of each reporting period, are inherently unpredictable, and many aspects are out of our control. Notes 2, 7, 13 and 16 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report include additional information regarding our most material contractual obligations and contingencies.
We believe that our current cash, cash equivalents and marketable securities balances, cash generated from operations, and the Revolving Credit Agreement and the Bridge Credit Agreement will be sufficient to meet our working capital, capital expenditures and contractual obligations requirements. In addition, we believe that we could fund our future acquisitions, dividend payments and repurchases of common stock or debt with our internally available cash, cash equivalents and marketable securities, cash generated from operations, additional borrowings or from the issuance of additional securities.
Stock-Based Awards
Our stock-based compensation program is a key component of the compensation package we provide to attract and retain certain of our talented employees and align their interests with the interests of existing stockholders.
We recognize that stock-based awards dilute existing stockholders and have sought to control the number of stock-based awards granted while providing competitive compensation packages. Consistent with these dual goals, our cumulative potential dilution since June 1, 2019 has been a weighted-average annualized rate of 1.3% per year. The potential dilution percentage is calculated as the average annualized new stock-based awards granted and assumed, net of stock-based awards forfeited by employees leaving the company, divided by the weighted-average outstanding shares during the calculation period. This maximum potential dilution will only result if all stock-based awards vest and, if applicable, are exercised. Of the outstanding stock options at May 31, 2022, which generally have a ten-year exercise period, all have exercise prices lower than the market price of our common stock on such date. In recent years, our stock repurchase program has more than offset the dilutive effect of our stock-based compensation program. However, we may modify the levels of our stock repurchases in the future depending on a number of factors, including the amount of cash we have available for acquisitions, to pay dividends, to repay or repurchase indebtedness or for other purposes. As of May 31, 2022, the maximum potential dilution from all outstanding stock-based awards, regardless of when granted and regardless of whether vested or unvested, was 8.4%.
During fiscal 2022, the Compensation Committee of the Board of Directors reviewed and approved the annual organization-wide stock-based award grants to selected employees; all stock-based award grants to senior officers; and any individual grant of restricted stock units of 62,500 or greater. Each member of a separate executive officer committee, referred to as the Plan Committee, was allocated a fiscal 2022 equity budget that could be used throughout the fiscal year to grant equity within his or her organization, subject to certain limitations established by the Compensation Committee.
56
Stock-based awards activity from June 1, 2019 through May 31, 2022 is summarized as follows (shares in millions):
|
Stock-based awards outstanding at May 31, 2019 |
|
|
321 |
|
|
Stock-based awards granted and assumed |
|
|
169 |
|
|
Stock-based awards vested and issued and, if applicable, exercised |
|
|
(211 |
) |
|
Forfeitures, cancellations and other, net |
|
|
(54 |
) |
|
Stock-based awards outstanding at May 31, 2022 |
|
|
225 |
|
|
Weighted-average annualized stock-based awards granted and assumed, net of forfeitures and cancellations |
|
|
39 |
|
|
Weighted-average annualized stock repurchases |
|
|
(292 |
) |
|
Shares outstanding at May 31, 2022 |
|
|
2,665 |
|
|
Basic weighted-average shares outstanding from June 1, 2019 through May 31, 2022 |
|
|
2,952 |
|
|
Stock-based awards outstanding as a percent of shares outstanding at May 31, 2022 |
|
8.4% |
|
|
|
Total in the money stock-based awards outstanding (based on the closing price of our common stock on the last trading day of fiscal 2022) as a percent of shares outstanding at May 31, 2022 |
|
8.4% |
|
|
|
Weighted-average annualized stock-based awards granted and assumed, net of forfeitures and cancellations and before stock repurchases, as a percent of weighted-average shares outstanding from June 1, 2019 through May 31, 2022 |
|
1.3% |
|
|
|
Weighted-average annualized stock-based awards granted and assumed, net of forfeitures and cancellations and after stock repurchases, as a percent of weighted-average shares outstanding from June 1, 2019 through May 31, 2022 |
|
-8.6% |
|
|
Recent Accounting Pronouncements
For information with respect to recent accounting pronouncements, if any, and the impact of these pronouncements on our consolidated financial statements, if any, see Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report.
|
Item 7A. |
Quantitative and Qualitative Disclosures About Market Risk |
Equity Price Risk
Marketable and Non-Marketable Equity Investments
Our marketable and non-marketable equity securities investments totaled $1.1 billion and $946 million as of May 31, 2022 and 2021, respectively. Our marketable equity securities investments in publicly traded companies are recorded at fair value, which is subject to market price volatility. Our non-marketable equity securities investments in private companies not accounted for under the equity method are adjusted to fair value for observable transactions for identical or similar investments of the same issuer or for impairment. Our non-marketable equity securities investments accounted for under the equity method, primarily in a related party entity, generally do not fluctuate based on market price changes. However, these equity method investments could be impaired if the carrying value exceeds the fair value and is not expected to recover. The timing and amounts of changes in fair value, if any, of our marketable and non-marketable equity investments depends on factors beyond our control, including the perceived and actual performance of the companies in which we invest. For additional disclosure regarding the impact to our quarterly results of operations from investment volatility, please refer to Item 1A Risk Factors included elsewhere in this Annual Report.
Currency Risk
Foreign Currency Translation Risk
As described under “Constant Currency Presentation” above, our international operations have provided and are expected to continue to provide a significant portion of our consolidated revenues and expenses that we report in U.S. Dollars. As a result, our consolidated revenues and expenses are affected and will continue to be affected by changes in the U.S. Dollar against major foreign currencies. Fluctuations in foreign currencies impact the amount of total assets, liabilities, earnings and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. Dollars for, and as of the end of, each reporting period. In particular, the strengthening of
57
the U.S. Dollar generally will reduce the reported amount of our foreign-denominated cash, cash equivalents, marketable securities, total revenues and total expenses that we translate into U.S. Dollars and report in our consolidated financial statements for, and as of the end of, each reporting period.
Foreign Currency Transaction Risk
We transact business in various foreign currencies. Our principal currency exposures include the Euro, Japanese Yen, Saudi Arabian Riyal, Indian Rupee and British Pound. Our foreign currency exposures primarily arise from various intercompany transactions. We have established a program that primarily utilizes foreign currency forward contracts to offset the risks that arise from the aforementioned transactions. Under this program, our strategy is to enter into foreign currency forward contracts for major currencies in which we have an exposure so that increases or decreases in our foreign currency exposures are offset by gains or losses on the foreign currency forward contracts which mitigate the risks and volatility associated with our foreign currency transactions. We may suspend this program from time to time. Our foreign currency forward contracts are generally short-term in duration and we do not use them for trading purposes.
We realize gains or losses with respect to our foreign currency exposures, net of gains or losses from our foreign currency forward contracts, and we also incur costs to enter into these foreign currency forward contracts, substantially all of which are included in non-operating expenses or income, net in our consolidated financial statements. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates, the net realized gain or loss on our foreign currency forward contracts and other factors. Furthermore, as a large portion of our consolidated operations are international, we could experience additional foreign currency volatility in the future, in which the amounts and timing are unknown. Refer to Note 1 of Notes to Consolidated Financial Statements included elsewhere in this Annual Report for additional details about our foreign currency forward contracts.
Sensitivity Analysis
The following table sets forth the hypothetical potential losses that we consider to be the most material to the reported fair values and/or future earnings of our interest rate, equity price and foreign currency influenced holdings, prior to any income tax effects, resulting from hypothetical changes in relevant market rates as of or for the reporting periods below:
|
|
|
|
|
|
|
Year Ended May 31, |
|
|||||
|
(in millions) |
|
Hypothetical Change |
|
Impact |
|
2022 |
|
|
2021 |
|
||
|
Equity price risk: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable and non-marketable equity investments |
|
25% decrease in market price and fair values |
|
Earnings |
|
$ |
(277 |
) |
|
$ |
(236 |
) |
|
Foreign currency risk: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
10% decrease in foreign exchange rates |
|
Earnings |
|
$ |
(2,107 |
) |
|
$ |
(2,061 |
) |
|
Cash, cash equivalents and marketable securities |
|
10% decrease in foreign exchange rates |
|
Fair values |
|
$ |
(421 |
) |
|
$ |
(650 |
) |
|
Item 8. |
Financial Statements and Supplementary Data |
The response to this item is submitted as a separate section of this Annual Report. See Part IV, Item 15.
|
Item 9. |
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure |
None.
58
|
Item 9A. |
Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Annual Report on Form 10-K, we carried out an evaluation under the supervision and with the participation of our Disclosure Committee and our management, including our Principal Executive and Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).
Based on our management’s evaluation (with the participation of our Principal Executive and Financial Officer), as of the end of the period covered by this report, our Principal Executive and Financial Officer has concluded that our disclosure controls and procedures were effective as of May 31, 2022 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our Principal Executive and Financial Officer as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our Principal Executive and Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of May 31, 2022 based on the guidelines established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission’s 2013 framework. Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. GAAP.
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of May 31, 2022. We reviewed the results of management’s assessment with our Finance and Audit Committee.
The effectiveness of our internal control over financial reporting as of May 31, 2022 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in Part IV, Item 15 of this Annual Report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Principal Executive and Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls
59
also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
|
Item 9B. |
Other Information |
None.
60
PART III
|
Item 10. |
Directors, Executive Officers and Corporate Governance |
Pursuant to General Instruction G(3) of Form 10-K, the information required by this item relating to our executive officers is included under the caption “Executive Officers of the Registrant” in Part I of this Annual Report.
The other information required by this Item 10 is incorporated herein by reference from the information contained in our Proxy Statement to be filed with the U.S. Securities and Exchange Commission in connection with the solicitation of proxies for our 2022 Annual Meeting of Stockholders (2022 Proxy Statement).
|
Item 11. |
Executive Compensation |
The information required by this Item 11 is incorporated herein by reference from the information to be contained in our 2022 Proxy Statement.
|
Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information required by this Item 12 is incorporated herein by reference from the information to be contained in our 2022 Proxy Statement.
|
Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
The information required by this Item 13 is incorporated herein by reference from the information to be contained in our 2022 Proxy Statement.
|
Item 14. |
Principal Accountant Fees and Services |
The information required by this Item 14 is incorporated herein by reference from the information to be contained in our 2022 Proxy Statement.
61
PART IV
|
Item 15. |
Exhibits and Financial Statement Schedules |
|
(a) |
1. Financial Statements |
The following financial statements are filed as a part of this report:
2. Financial Statement Schedules
All schedules are omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein or not present in amounts sufficient to require submission of the schedule.
(b) Exhibits
The information required by this Item is set forth in the Index of Exhibits that is after Item 16 of this Annual Report.
62
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Oracle Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Oracle Corporation (the Company) as of May 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended May 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at May 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended May 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of May 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated June 21, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
|
|
|
Income Tax – Uncertain tax positions |
|
Description of the matter |
|
As discussed in Note 13 of the financial statements, the Company recognizes uncertain tax positions and measures unrecognized tax benefits related to various domestic and foreign matters. As of May 31, 2022, the total amount of unrecognized tax benefits was $7.3 billion, of which $4.3 billion, if recognized would impact the Company’s effective tax rate. The Company uses significant judgment in the accounting for uncertain tax positions including the interpretation and application of tax laws and legal rulings in various jurisdictions. Auditing management’s evaluation of whether an uncertain tax position is more likely than not to be sustained and the measurement of the benefit of various tax positions was complex, involved significant judgment, and was based on interpretations and application of tax laws and legal rulings. |
63
|
How we addressed the matter in our audit |
|
We obtained an understanding, evaluated the design, and tested the operating effectiveness of the controls over management’s process for interpretation and application of tax laws and legal rulings, as well as development of the assumptions and estimates used in the measurement of uncertain tax positions. To test management’s assessment of which uncertain tax positions are more likely than not to be sustained, we performed audit procedures that included, among others reading and evaluating management’s assumptions and analysis, including any communications with taxing authorities that detailed the basis and technical merits of the uncertain tax positions. We involved our tax subject matter professionals in assessing the technical merits of certain tax positions based on our knowledge of relevant tax laws and experience with related taxing authorities. In addition, we also evaluated the Company’s disclosures in relation to these matters included in Note 13 of the financial statements. |
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2002.
San Jose, California
June 21, 2022
64
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Oracle Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Oracle Corporation’s internal control over financial reporting as of May 31, 2022, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Oracle Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of May 31, 2022, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Oracle Corporation as of May 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended May 31, 2022, and the related notes and our report dated June 21, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/
June 21, 2022
65
ORACLE CORPORATION
CONSOLIDATED BALANCE SHEETS
As of May 31, 2022 and 2021
|
|
|
May 31, |
|
|||||
|
(in millions, except per share data) |
|
2022 |
|
|
2021 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
Marketable securities |
|
|
|
|
|
|
|
|
|
Trade receivables, net of allowances for credit losses of $ |
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
|
|
|
|
|
|
|
|
Intangible assets, net |
|
|
|
|
|
|
|
|
|
Goodwill, net |
|
|
|
|
|
|
|
|
|
Deferred tax assets |
|
|
|
|
|
|
|
|
|
Other non-current assets |
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY |
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable, current |
|
$ |
|
|
|
$ |
|
|
|
Accounts payable |
|
|
|
|
|
|
|
|
|
Accrued compensation and related benefits |
|
|
|
|
|
|
|
|
|
Deferred revenues |
|
|
|
|
|
|
|
|
|
Other current liabilities |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
Notes payable and other borrowings, non-current |
|
|
|
|
|
|
|
|
|
Income taxes payable |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
Other non-current liabilities |
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
Oracle Corporation stockholders' (deficit) equity: |
|
|
|
|
|
|
|
|
|
Preferred stock, $ |
|
|
|
|
|
|
|
|
|
Common stock, $ |
|
|
|
|
|
|
|
|
|
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
|
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
|
Total Oracle Corporation stockholders' (deficit) equity |
|
|
( |
) |
|
|
|
|
|
Noncontrolling interests |
|
|
|
|
|
|
|
|
|
Total stockholders' (deficit) equity |
|
|
( |
) |
|
|
|
|
|
Total liabilities and stockholders' (deficit) equity |
|
$ |
|
|
|
$ |
|
|
See notes to consolidated financial statements.
66
ORACLE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended May 31, 2022, 2021 and 2020
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions, except per share data) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud services and license support |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Cloud license and on-premise license |
|
|
|
|
|
|
|
|
|
|
|
|
|
Hardware |
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud services and license support(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Hardware(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition related and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Non-operating (expenses) income, net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Provision for) benefit from income taxes |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Diluted |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
See notes to consolidated financial statements.
67
ORACLE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended May 31, 2022, 2021 and 2020
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Other comprehensive (loss) income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net foreign currency translation (losses) gains |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Net unrealized gains (losses) on defined benefit plans |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Net unrealized (losses) gains on marketable securities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Net unrealized losses on cash flow hedges |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total other comprehensive (loss) income, net |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Comprehensive income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See notes to consolidated financial statements.
68
ORACLE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY
For the Years Ended May 31, 2022, 2021 and 2020
|
|
|
Common Stock and Additional Paid in Capital |
|
|
|
|
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Oracle Corporation Stockholders' (Deficit) Equity |
|
|
|
|
|
|
Total Stockholders' (Deficit) Equity |
|
||||||||
|
(in millions, except per share data) |
|
Number of Shares |
|
|
Amount |
|
|
Accumulated Deficit |
|
|
|
|
|
|
Noncontrolling Interests |
|
|
|
||||||||||
|
Balances as of May 31, 2019 |
|
|
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Common stock issued under stock-based compensation plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued under stock purchase plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Cash dividends declared ($ |
|
|
— |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Other, net |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other comprehensive loss, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of May 31, 2020 |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued under stock-based compensation plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued under stock purchase plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Cash dividends declared ($ |
|
|
— |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Other, net |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other comprehensive income, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of May 31, 2021 |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued under stock-based compensation plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock issued under stock purchase plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Cash dividends declared ($ |
|
|
— |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Other, net |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other comprehensive (loss) income, net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net income |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of May 31, 2022 |
|
|
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
See notes to consolidated financial statements.
69
ORACLE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended May 31, 2022, 2021 and 2020
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Changes in operating assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase) decrease in trade receivables, net |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Decrease in prepaid expenses and other assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease in accounts payable and other liabilities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Decrease in income taxes payable |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Increase (decrease) in deferred revenues |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of marketable securities and other investments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from maturities of marketable securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of marketable securities and other investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Net cash provided by (used for) investing activities |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments for repurchases of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from issuances of common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares repurchased for tax withholdings upon vesting of restricted stock-based awards |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Payments of dividends to stockholders |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from borrowings, net of issuance costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayments of borrowings |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Other, net |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Net cash used for financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Net (decrease) increase in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in unsettled repurchases of common stock |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Supplemental schedule of cash flow data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Cash paid for interest |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
See notes to consolidated financial statements.
70
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
May 31, 2022
|
1. |
ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES |
Oracle Corporation provides products and services that substantially address all aspects of enterprise information technology (IT) environments, including applications and infrastructure technologies. We deliver our products and services to customers worldwide through a variety of flexible and interoperable IT deployment models, including cloud-based, Cloud@Customer (an instance of Oracle Cloud in the customer’s own data center), on-premise and hybrid models. Oracle Cloud Software-as-a-Service and Oracle Cloud Infrastructure (SaaS and OCI, respectively, and collectively, Oracle Cloud Services) offerings provide a comprehensive and integrated stack of applications and infrastructure services delivered via cloud-based deployment models that Oracle develops, deploys, hosts, upgrades, supports and manages for the customer. Customers may also elect to purchase Oracle software licenses and hardware products and related services to manage their own cloud-based or on-premise IT environments. Customers that purchase our software licenses may elect to purchase license support contracts, which provide our customers with rights to unspecified license upgrades and maintenance releases issued during the support period as well as technical support assistance. Customers that purchase our hardware products may elect to purchase hardware support contracts, which provide customers with software updates and can include product repairs, maintenance services, and technical support services. We also offer customers a broad set of services offerings that are designed to improve customer utilization of their investments in Oracle applications and infrastructure technologies.
Oracle Corporation conducts business globally and was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.
Basis of Financial Statements
The consolidated financial statements included our accounts and the accounts of our wholly- and majority-owned subsidiaries. Noncontrolling interest positions of certain of our consolidated entities are reported as a separate component of consolidated equity from the equity attributable to Oracle’s stockholders for all periods presented. The noncontrolling interests in our net income were not significant to our consolidated results for the periods presented and therefore have not been presented separately and instead are included as a component of non-operating expenses or income, net in our consolidated statements of operations. Intercompany transactions and balances have been eliminated.
The comparability of our consolidated financial statements as of and for the year ended May 31, 2022 was impacted by $
In fiscal 2022, we adopted Accounting Standards Update (ASU) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes; and ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, neither of which had a material impact to our consolidated financial statements for the year ended May 31, 2022.
Use of Estimates
Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (GAAP) as set forth in the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), and we consider the various staff accounting bulletins and other applicable guidance issued by the SEC. These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon
71
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent that there are differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be affected. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting among available alternatives would not produce a materially different result.
Revenue Recognition
Our sources of revenues include:
|
|
• |
cloud and license revenues, which include the sale of: cloud services and license support; and cloud licenses and on-premise licenses, which typically represent perpetual software licenses purchased by customers for use in both cloud and on-premise IT environments; |
|
|
• |
hardware revenues, which include the sale of hardware products, including Oracle Engineered Systems, servers, and storage products, and industry-specific hardware; and hardware support revenues; and |
|
|
• |
services revenues, which are earned from providing cloud-, license- and hardware-related services including consulting and advanced customer services. |
License support revenues are typically generated through the sale of license support contracts related to cloud license and on-premise licenses purchased by our customers at their option. License support contracts provide customers with rights to unspecified software product upgrades, maintenance releases and patches released during the term of the support period and include internet access to technical content, as well as internet and telephone access to technical support personnel. License support contracts are generally priced as a percentage of the net cloud license and on-premise license fees. Substantially all of our customers elect to purchase and renew their license support contracts annually.
Cloud services revenues include revenues from Oracle Cloud Services offerings, which deliver applications and infrastructure technologies via cloud-based deployment models that we develop functionality for, provide unspecified updates and enhancements for, deploy, host, manage, upgrade and support and that customers access by entering into a subscription agreement with us for a stated period.
Cloud license and on-premise license revenues primarily represent amounts earned from granting customers perpetual licenses to use our database, middleware, application and industry-specific software products, which our customers use for cloud-based, on-premise and other IT environments. The vast majority of our cloud license and on-premise license arrangements include license support contracts, which are entered into at the customer’s option.
Revenues from the sale of hardware products represent amounts earned primarily from the sale of our Oracle Engineered Systems, computer servers, storage, and industry-specific hardware. Our hardware support offerings generally provide customers with software updates for the software components that are essential to the functionality of the hardware products purchased and can also include product repairs, maintenance services and technical support services. Hardware support contracts are generally priced as a percentage of the net hardware products fees.
Our services are offered to customers as standalone arrangements or as a part of arrangements to customers buying other products and services. Our consulting services are designed to help our customers to, among others, deploy, architect, integrate, upgrade and secure their investments in Oracle applications and infrastructure technologies. Our advanced customer services are designed to provide supplemental support services, performance services and higher availability for Oracle products and services.
72
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
We apply the provisions of ASC 606, Revenue From Contracts with Customers (ASC 606) as a single standard for revenue recognition that applies to all of our cloud, license, hardware and services arrangements and generally require revenues to be recognized upon the transfer of control of promised goods or services provided to our customers, reflecting the amount of consideration we expect to receive for those goods or services. Pursuant to ASC 606, revenues are recognized upon the application of the following steps:
|
|
• |
identification of the contract, or contracts, with a customer; |
|
|
• |
identification of the performance obligations in the contract; |
|
|
• |
determination of the transaction price; |
|
|
• |
allocation of the transaction price to each performance obligation in the contract; and |
|
|
• |
recognition of revenues when, or as, the contractual performance obligations are satisfied. |
Our customers that contract with us for the provision of cloud services, software, hardware or other services include businesses of many sizes, government agencies, educational institutions and our channel partners, which include resellers and system integrators.
The timing of revenue recognition may differ from the timing of invoicing to our customers. We record an unbilled receivable, which is included within accounts receivable on our consolidated balance sheets, when revenue is recognized prior to invoicing. We record deferred revenues on our consolidated balance sheets when revenues are to be recognized subsequent to cash collection for an invoice. Our standard payment terms are generally net 30 days but may vary. Invoices for cloud license and on-premise licenses and hardware products are generally issued when the license is made available for customer use or upon delivery to the customer of the hardware product. Invoices for license support and hardware support contracts are generally invoiced annually in advance. Cloud SaaS and cloud infrastructure contracts are generally invoiced annually, quarterly or monthly in advance. Services are generally invoiced in advance or as the services are performed. Most contracts that contain a financing component are contracts financed through our Oracle financing division. The transaction price for a contract that is financed through our Oracle financing division is adjusted to reflect the time value of money and interest revenue is recorded as a component of non-operating expenses or income, net within our consolidated statements of operations based on market rates in the country in which the transaction is being financed.
Our revenue arrangements generally include standard warranty or service level provisions that our arrangements will perform and operate in all material respects as defined in the respective agreements, the financial impacts of which have historically been and are expected to continue to be insignificant. Our arrangements generally do not include a general right of return relative to the delivered products or services. We recognize revenues net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
Revenue Recognition for Cloud Services
Revenues from cloud services provided on a subscription basis are generally recognized ratably over the contractual period that the cloud services are delivered, beginning on the date our service is made available to a customer. We recognize revenue ratably because the customer receives and consumes the benefits of the cloud services throughout the contract period. Revenues from cloud services that are provided on a consumption basis, such as metered services, are generally recognized based on the utilization of the services by the customer.
Revenue Recognition for License Support and Hardware Support
Oracle’s primary performance obligations with respect to license support contracts and hardware support contracts are to provide customers with technical support as needed and unspecified software product upgrades, maintenance releases and patches during the term of the support period, if and when they are available, and hardware product repairs, as applicable. Oracle is obligated to make the license and hardware support services
73
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
available continuously throughout the contract period. Therefore, revenues for license support contracts and hardware support contracts are generally recognized ratably over the contractual periods that the support services are provided.
Revenue Recognition for Cloud Licenses and On-Premise Licenses
Revenues from distinct cloud license and on-premise license performance obligations are generally recognized upfront at the point in time when the software is made available to the customer to download and use. Revenues from usage-based royalty arrangements for distinct cloud licenses and on-premise licenses are recognized at the point in time when the software end user usage occurs. For usage-based royalty arrangements with a fixed minimum guarantee amount, the minimum amount is generally recognized upfront when the software is made available to the royalty customer.
Revenue Recognition for Hardware Products
The hardware product and related software, such as an operating system or firmware, are highly interdependent and interrelated and are accounted for as a combined performance obligation. The revenues for this combined performance obligation are generally recognized at the point in time that the hardware product is delivered and ownership is transferred to the customer.
Revenue Recognition for Services
Services revenues are generally recognized over time as the services are performed. Revenues for fixed price services are generally recognized over time applying input methods to estimate progress to completion. Revenues for consumption-based services are generally recognized as the services are performed.
Allocation of the Transaction Price for Contracts that have Multiple Performance Obligations
Many of our contracts include multiple performance obligations. Judgment is required in determining whether each performance obligation is distinct. Oracle products and services generally do not require a significant amount of integration or interdependency; therefore, our products and services are generally not combined. We allocate the transaction price for each contract to each performance obligation based on the relative standalone selling price (SSP) for each performance obligation within each contract.
We use judgment in determining the SSP for products and services. For substantially all performance obligations except cloud licenses and on-premise licenses, we are able to establish the SSP based on the observable prices of products or services sold separately in comparable circumstances to similar customers. We typically establish an SSP range for our products and services which is reassessed on a periodic basis or when facts and circumstances change. Our cloud licenses and on-premise licenses have not historically been sold on a standalone basis, as the vast majority of all customers elect to purchase license support contracts at the time of a cloud license and on-premise license purchase. License support contracts are generally priced as a percentage of the net fees paid by the customer to access the license. We are unable to establish the SSP for our cloud licenses and on-premise licenses based on observable prices given the same products are sold for a broad range of amounts (that is, the selling price is highly variable) and a representative SSP is not discernible from past transactions or other observable evidence. As a result, the SSP for a cloud license and an on-premise license included in a contract with multiple performance obligations is generally determined by applying a residual approach whereby all other performance obligations within a contract are first allocated a portion of the transaction price based upon their respective SSPs, with any residual amount of transaction price allocated to cloud license and on-premise license revenues.
74
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
Remaining Performance Obligations from Customer Contracts
Trade receivables, net of allowance for credit losses, and deferred revenues are reported net of related uncollected deferred revenues in our consolidated balance sheets as of May 31, 2022 and 2021. The amount of revenues recognized during the year ended May 31, 2022 and 2021, respectively, that were included in the opening deferred revenues balance as of May 31, 2021 and 2020, respectively, was approximately $
Remaining performance obligations represent contracted revenues that had not yet been recognized, and include deferred revenues; invoices that have been issued to customers but were uncollected and have not been recognized as revenues; and amounts that will be invoiced and recognized as revenues in future periods. The volumes and amounts of customer contracts that we book and total revenues that we recognize are impacted by a variety of seasonal factors. In each fiscal year, the amounts and volumes of contracting activity and our total revenues are typically highest in our fourth fiscal quarter and lowest in our first fiscal quarter. These seasonal impacts influence how our remaining performance obligations change over time and, combined with foreign exchange rate fluctuations and other factors, influence the amount of remaining performance obligations that we report at a point in time. As of May 31, 2022, our remaining performance obligations were $
Sales of Financing Receivables
We offer certain of our customers the option to acquire certain of our cloud and license, hardware and services offerings through separate long-term payment contracts. We generally sell these contracts that we have financed for our customers on a non-recourse basis to financial institutions within 90 days of the contracts’ dates of execution. We record the transfers of amounts due from customers to financial institutions as sales of financing receivables because we are considered to have surrendered control of these financing receivables. During fiscal 2022, 2021 and 2020, $
Business Combinations
We apply the provisions of ASC 805, Business Combinations (ASC 805), in accounting for our acquisitions. ASC 805 requires that we evaluate whether a transaction pertains to an acquisition of assets, or to an acquisition of a business. A business is defined as an integrated set of assets and activities that is capable of being conducted and managed for the purpose of providing a return to investors. Asset acquisitions are accounted for by allocating the cost of the acquisition to the individual assets and liabilities assumed on a relative fair value basis; whereas the acquisition of a business requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at the acquisition date fair values. Goodwill as of the business acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the business acquisition date as well as any contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the business acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of a business acquisition’s measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations. Costs to exit or restructure certain activities of an acquired company or our internal operations are accounted for as termination and exit costs pursuant to ASC 420, Exit or Disposal Cost Obligations, and are accounted for separately from the business
75
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
combination. A liability for costs associated with an exit or disposal activity is recognized and measured at its fair value in our consolidated statement of operations in the period in which the liability is incurred. Abandoned operating leases related to an acquired company or our internal operations are accounted for as Right-of-Use (ROU) asset impairment charges pursuant to ASC 842, Leases and are accounted for separately from the business combination. In all periods presented, when estimating the asset impairment charges, assumptions were applied regarding estimated sub-lease payments to be received, which can differ from actual results. This may require us to revise our initial estimates which may affect our results of operations and financial position in the period the revision is made.
For a given business acquisition, we may identify certain pre-acquisition contingencies as of the acquisition date and may extend our review and evaluation of these pre-acquisition contingencies throughout the measurement period in order to obtain sufficient information to assess whether we include these contingencies as a part of the fair value estimates of assets acquired and liabilities assumed and, if so, to determine their estimated amounts. If we cannot reasonably determine the fair value of a non-income tax related pre-acquisition contingency by the end of the measurement period, which is generally the case given the nature of such matters, we will recognize an asset or a liability for such pre-acquisition contingency if: (1) it is probable that an asset existed or a liability had been incurred at the business acquisition date and (2) the amount of the asset or liability can be reasonably estimated. Subsequent to the measurement period or final determination of the net asset values for the business combination, whichever comes first, changes in our estimates of such contingencies will affect earnings and could have a material effect on our results of operations and financial position.
In addition, uncertain tax positions and tax related valuation allowances assumed in a business combination are initially estimated as of the acquisition date. We reevaluate these items quarterly based upon facts and circumstances that existed as of the business acquisition date with any adjustments to our preliminary estimates being recorded to goodwill if identified within the measurement period. Subsequent to the measurement period or our final determination of the tax allowance’s or contingency’s estimated value, whichever comes first, changes to these uncertain tax positions and tax related valuation allowances will affect our provision for income taxes in our consolidated statement of operations and could have a material impact on our results of operations and financial position.
Marketable and Non-Marketable Investments
In accordance with ASC 320, Investments—Debt Securities, and based on our intentions regarding these instruments, we classify substantially all of our marketable debt securities investments as available-for-sale. We carry these securities at fair value, and report the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for any unrealized losses determined to be related to credit losses, which we record within non-operating expenses or income, net in the accompanying consolidated statements of operations. We periodically evaluate our investments to determine if impairment charges are required. Substantially all of our marketable debt securities investments are classified as current based on the nature of the investments and their availability for use in current operations.
Investments in equity securities, other than any equity method investments, are generally recorded at their fair values, if the fair values are readily determinable. Non-marketable equity securities where we do not have control of, nor significant influence in, the investee are recorded at cost, less any impairment, adjusted for observable price changes from orderly transactions for identical or similar investments of the same issuer with any gains or losses recorded as a component of non-operating expenses or income, net as of and for each reporting period. For investments through which we have significant influence in, but not control of, the investee, we account for such investments pursuant to the equity method of accounting whereby we record our proportionate share of the investee’s earnings or losses, amortization of differences between our investment basis and the proportional book equity of the investee, and impairment, if any, as a component of non-operating expenses or income, net for each reporting period.
76
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
Our non-marketable debt investments and equity securities and related instruments totaled $
Fair Values of Financial Instruments
We apply the provisions of ASC 820, Fair Value Measurement (ASC 820), to our assets and liabilities that we are required to measure at fair value pursuant to other accounting standards, including our investments in marketable debt and equity securities and our derivative financial instruments.
The additional disclosures regarding our fair value measurements are included in Note 4.
Allowances for Credit Losses
We record allowances for credit losses based upon a specific review of all significant outstanding invoices. For those invoices not specifically reviewed, provisions are provided at differing rates, based upon the age of the receivable, the collection history associated with the geographic region that the receivable was recorded in and current and expected future economic conditions. We write-off a receivable and charge it against its recorded allowance when we have exhausted our collection efforts without success.
Concentrations of Credit Risk
Financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, derivatives and trade receivables. Our cash and cash equivalents are generally held with large, diverse financial institutions worldwide to reduce the amount of exposure to any single financial institution. Investment policies have been implemented that limit purchases of marketable debt securities to investment-grade securities. Our derivative contracts are transacted with various financial institutions with high credit standings and any exposure to counterparty credit-related losses in these contracts is largely mitigated with collateral security agreements that provide for collateral to be received or posted when the net fair values of these contracts fluctuate from contractually established thresholds. We generally do not require collateral to secure accounts receivable. The risk with respect to trade receivables is mitigated by credit evaluations we perform on our customers, the short duration of our payment terms for the significant majority of our customer contracts and by the diversification of our customer base. No single customer accounted for 10% or more of our total revenues in fiscal 2022, 2021 or 2020.
We outsource the manufacturing, assembly and delivery of the substantial majority of our hardware products to a variety of companies, many of which are located outside the U.S. Further, we have simplified our supply chain processes by reducing the number of third-party manufacturing partners and the number of locations where these third-party manufacturers build our hardware products. Any inability of these third-party manufacturing partners to deliver the contracted services for our hardware products could adversely impact future operating results of our cloud and license and hardware businesses.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost, on a first-in, first-out basis. We evaluate our ending inventories for estimated excess quantities and obsolescence. This evaluation includes analysis of sales levels by product and projections of future
77
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
demand within specific time horizons (generally six to nine months). Inventories in excess of future demand are written down and charged to hardware expenses. In addition, we assess the impact of changing technology to our inventories and we write down inventories that are considered obsolete. At the point of loss recognition, a new, lower-cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. Inventories are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $
Other Receivables
Other receivables represent value-added tax and sales tax receivables associated with the sale of our products and services to third parties. Other receivables are included in prepaid expenses and other current assets in our consolidated balance sheets and totaled $
Deferred Sales Commissions
We defer sales commissions earned by our sales force that are considered to be incremental and recoverable costs of obtaining a cloud, license support and hardware support contract. Initial sales commissions for the majority of these aforementioned contracts are generally deferred and amortized on a straight-line basis over a period of benefit that we estimate to be four years. We determine the period of benefit by taking into consideration the historical and expected durations of our customer contracts, the expected useful lives of our technologies, and other factors. Sales commissions for renewal contracts relating to certain of our cloud-based arrangements are generally deferred and then amortized on a straight-line basis over the related contractual renewal period, which is generally one to three years. Amortization of deferred sales commissions is included as a component of sales and marketing expenses in our consolidated statements of operations and asset balances for deferred sales commissions are included in other current assets and other non-current assets in our consolidated balance sheets.
Property, Plant and Equipment
Property, plant and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method based on estimated useful lives of the assets, which range from
Goodwill, Intangible Assets and Impairment Assessments
Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are itemized in Note 6 below and are amortized over their useful lives, which generally range from
The carrying amounts of our goodwill and intangible assets are periodically reviewed for impairment (at least annually for goodwill and indefinite lived intangible assets) and whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. When goodwill is assessed for impairment, we have the option to perform an assessment of qualitative factors of impairment (optional assessment) prior to necessitating a quantitative impairment test. Should the optional assessment be used for any given fiscal year, qualitative factors considered for a reporting unit include: cost factors; financial performance; legal, regulatory, contractual, political, business, or other factors; entity specific factors; industry and market considerations; macroeconomic conditions; and other relevant events and factors affecting the reporting unit. If we determine in
78
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
the qualitative assessment that it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative test is then performed. Otherwise, no further testing is required. For those reporting units tested using a quantitative approach, we compare the fair value of each reporting unit with the carrying amount of the reporting unit, including goodwill. To determine the fair value of each reporting unit we utilize estimates, judgments and assumptions including estimated future cash flows the reporting unit is expected to generate on a discounted basis; the discount rate used as a part of the discounted cash flow analysis; future economic and market conditions; and market comparables of peer companies, among others. If, as per the quantitative test, the estimated fair value of the reporting unit is less than the carrying amount of the reporting unit, impairment is recognized for the difference, limited to the amount of goodwill recognized for the reporting unit. Our most recent goodwill impairment analysis was performed on March 1, 2022 and did
Recoverability of finite lived intangible assets is measured by comparison of the carrying amount of the asset to the future undiscounted cash flows that are expected to be generated by the lowest level associated asset grouping. Recoverability of indefinite lived intangible assets is measured by comparison of the carrying amount of the asset to its fair value. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. We did not recognize any intangible asset impairment charges in fiscal 2022, 2021 or 2020. At least annually, we assess the useful lives of our finite lived intangible assets and may adjust the period over which these assets are amortized whenever events or changes in circumstances indicate that a shorter amortization period is more reflective of the period in which these assets contribute to our cash flows.
Derivative Financial Instruments
During fiscal 2022, 2021 and 2020, we used derivative financial instruments to manage foreign currency and interest rate risks. We do not use derivative financial instruments for trading purposes. We account for these instruments in accordance with ASC 815, Derivatives and Hedging (ASC 815), which requires that every derivative instrument be recorded on the balance sheet as either an asset or liability measured at its fair value as of each reporting date. ASC 815 also requires that changes in our derivatives’ fair values be recognized in earnings, unless specific hedge accounting and documentation criteria are met (i.e., the instruments are accounted for as hedges).
The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For a derivative instrument designated as a fair value hedge, loss or gain attributable to the risk being hedged is recognized in earnings in the period of change with a corresponding earnings offset recorded to the item for which the risk is being hedged.
Leases
We determine if an arrangement is a lease at its inception. Operating lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments, because the implicit rate of the lease is generally not known. ROU assets related to our operating lease liabilities are measured at lease inception based on the initial measurement of the lease liability, plus any prepaid lease payments and less any lease incentives. Our lease terms that are used in determining our operating lease liabilities at lease inception may include options to extend or terminate the leases when it is reasonably certain that we will exercise such options. We amortize our ROU assets as operating lease expense generally on a straight-line basis over the lease term and classify both the lease amortization and imputed interest as operating expenses. We have lease agreements with lease and non-lease components, and in such cases, we generally account for the components as a single lease component. We do not recognize lease assets and lease liabilities for any lease with an original lease term of less than one year.
79
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
ROU assets related to our operating leases are included in other non-current assets, short-term operating lease liabilities are included in other current liabilities, and long-term operating lease liabilities are included in other non-current liabilities in our consolidated balance sheets. Cash flow movements related to our lease activities are included in prepaid expenses and other assets and accounts payable and other liabilities as presented in net cash provided by operating activities in our consolidated statements of cash flows for the years ended May 31, 2022 and 2021. Note 10 below provides additional information regarding our leases.
Legal and Other Contingencies
We are currently involved in various claims and legal proceedings. Quarterly, we review the status of each significant matter and assess our potential financial exposure. Descriptions of our accounting policies associated with contingencies assumed as a part of a business combination are provided under “Business Combinations” above. For legal and other contingencies that are not a part of a business combination or related to income taxes, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Note 16 below provides additional information regarding certain of our legal contingencies.
Foreign Currency
We transact business in various foreign currencies. In general, the functional currency of a foreign operation is the local country’s currency. Consequently, revenues and expenses of operations outside the U.S. are translated into U.S. Dollars using weighted-average exchange rates while assets and liabilities of operations outside the U.S. are translated into U.S. Dollars using exchange rates at the balance sheet dates. The effects of foreign currency translation adjustments are substantially included in stockholders’ equity as a component of AOCL in the accompanying consolidated balance sheets and related periodic movements are summarized as a line item in our consolidated statements of comprehensive income. Net foreign exchange transaction losses included in non-operating expenses or income, net in the accompanying consolidated statements of operations were $
Stock-Based Compensation
We account for share-based payments to employees, including grants of service-based restricted stock unit awards, service-based employee stock options, performance-based stock options (PSOs), and purchases under employee stock purchase plans in accordance with ASC 718, Compensation—Stock Compensation, which requires that share-based payments (to the extent they are compensatory) be recognized in our consolidated statements of operations based on their fair values. We account for forfeitures of stock-based awards as they occur.
For our service-based stock awards, we recognize stock-based compensation expense on a straight-line basis over the service period of the award, which is generally
For our PSOs, we recognize stock-based compensation expense on a straight-line basis related to awards that are probable of achievement over the longer of the (a) estimated implicit service period for performance-metric achievement, or (b) derived service period for market-based metric achievement. During our interim and annual reporting periods, stock-based compensation expense is recorded based on expected attainment of performance targets. Changes in our estimates of the expected attainment of performance targets that result in a change in the number of shares that are expected to vest, or changes in our estimates of implicit service periods, may cause the amount of stock-based compensation expense that we record for each interim reporting period to vary. Any changes in estimates that impact our expectation of the number of shares that are expected to vest are reflected in the amount of stock-based compensation expense that we recognize for each PSO tranche on a cumulative catch up basis during each interim reporting period in which such estimates are altered. Changes in estimates of the implicit service periods are recognized prospectively.
80
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
We record deferred tax assets for stock-based compensation awards that result in deductions on certain of our income tax returns based on the amount of stock-based compensation recognized in each reporting period and the fair values attributable to the vested portion of stock awards assumed in connection with a business combination at the statutory tax rates in the jurisdictions that we are able to recognize such tax deductions. The impacts of the actual tax deductions for stock-based awards that are realized in these jurisdictions are generally recognized in the reporting period that a restricted stock-based award vests or a stock option is exercised with any shortfall/windfall relative to the deferred tax asset established recorded as a discrete detriment/benefit to our provision for income taxes in such period. Note 12 below provides additional information regarding our stock-based compensation plans and related expenses.
Advertising
Substantially all advertising costs are expensed as incurred. Advertising expenses, which were included within sales and marketing expenses, were $
Research and Development Costs and Software Development Costs
All research and development costs are expensed as incurred in accordance with ASC 730, Research and Development. Software development costs required to be capitalized under ASC 985-20, Costs of Software to be Sold, Leased or Marketed, and under ASC 350-40, Internal-Use Software, were not material to our consolidated financial statements in fiscal 2022, 2021 and 2020.
Acquisition Related and Other Expenses
Acquisition related and other expenses primarily consist of personnel related costs for transitional and certain other employees, certain business combination adjustments, including adjustments after the measurement period has ended, and certain other operating items, net. For fiscal 2022, acquisition related and other expenses included certain litigation related charges that we generally do not expect to recur as further described in Note 16 below.
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Transitional and other employee related costs |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Business combination adjustments, net |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total acquisition related and other expenses |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Non-Operating (Expenses) Income, net
Non-operating (expenses) income, net consists primarily of interest income, net foreign currency exchange losses, the noncontrolling interests in the net profits of our majority-owned subsidiaries (primarily Oracle Financial Services Software Limited and Oracle Corporation Japan), net gains and losses related to equity investments including losses attributable to equity method investments and net other income and expenses, including net unrealized gains and losses from our investment portfolio related to our deferred compensation plan, and non-service net periodic pension income and losses.
81
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Interest income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Foreign currency losses, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Noncontrolling interests in income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
(Losses) gains in equity investments, net |
|
|
( |
) |
|
|
|
|
|
|
— |
|
|
Other (losses) gains, net |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Total non-operating (expenses) income, net |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
Income Taxes
We account for income taxes in accordance with ASC 740, Income Taxes (ASC 740). Deferred income taxes are recorded for the expected tax consequences of temporary differences between the tax bases of assets and liabilities for financial reporting purposes and amounts recognized for income tax purposes. We record a valuation allowance to reduce our deferred tax assets to the amount of future tax benefit that is more likely than not to be realized.
A two-step approach is applied pursuant to ASC 740 in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained in an audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. We recognize interest and penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations.
A description of our accounting policies associated with tax related contingencies and valuation allowances assumed as a part of a business combination is provided under “Business Combinations” above.
Recent Accounting Pronouncements
Financial Instruments: In March 2020, the Financial Accounting Standards Board (FASB) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04) and also issued subsequent amendments to the initial guidance (collectively, Topic 848). Topic 848 provides optional guidance for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. We will adopt Topic 848 when our relevant contracts are modified upon transition to alternative reference rates and expect this to occur through December 31, 2022. We do not expect our adoption of Topic 848 to have a material impact on our consolidated financial statements.
|
2. |
ACQUISITIONS |
Acquisition of Cerner Corporation
On December 20, 2021, we entered into an Agreement and Plan of Merger (Merger Agreement) with Cerner Corporation (Cerner), a provider of digital information systems used within hospitals and health systems that are designed to enable medical professionals to deliver better healthcare to individual patients and communities.
On January 19, 2022, pursuant to the Merger Agreement, we commenced a tender offer to purchase all of the issued and outstanding shares of common stock of Cerner at a purchase price of $
82
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all the outstanding Cerner shares and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle and Cerner became an indirect, wholly-owned subsidiary of Oracle. Vested equity awards outstanding immediately prior to the consummation of the merger were cancelled in exchange for the right to receive an amount in cash based on a formula contained in the Merger Agreement. The unvested equity awards to acquire Cerner common stock that were outstanding immediately prior to the conclusion of the merger were converted into equity awards denominated in shares of Oracle common stock based on formulas contained in the Merger Agreement. We will include the financial results of Cerner in our consolidated financial statements from the date of acquisition.
The total preliminary purchase price for Cerner is approximately $
Other Fiscal 2022, 2021 and 2020 Acquisitions
During fiscal 2022, 2021 and 2020, we acquired certain other companies and purchased certain technology and development assets primarily to expand our products and services offerings. These acquisitions were not significant individually or in the aggregate to our consolidated financial statements.
|
3. |
CASH, CASH EQUIVALENTS AND MARKETABLE SECURITIES |
Cash and cash equivalents primarily consist of deposits held at major banks, money market funds and other securities with original maturities of 90 days or less. Marketable securities consist of time deposits and certain other securities.
The amortized principal amounts of our cash, cash equivalents and marketable securities approximated their fair values at May 31, 2022 and 2021.
|
|
|
May 31, |
|
|||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
||
|
Money market funds |
|
$ |
|
|
|
$ |
|
|
|
Time deposits and other |
|
|
|
|
|
|
|
|
|
Commercial paper debt securities |
|
|
|
|
|
|
|
|
|
Total investments |
|
$ |
|
|
|
$ |
|
|
|
Investments classified as cash equivalents |
|
$ |
|
|
|
$ |
|
|
|
Investments classified as marketable securities |
|
$ |
|
|
|
$ |
|
|
As of May 31, 2022 and 2021, substantially all of our marketable debt securities investments mature within one year. Our investment portfolio is subject to market risk due to changes in interest rates. As described above, we limit purchases of marketable debt securities to investment-grade securities, which have high credit ratings and also limit the amount of credit exposure to any one issuer. As stated in our investment policy, we are averse to principal loss and seek to preserve our invested funds by limiting default risk and market risk.
Restricted cash that was included within cash and cash equivalents as presented within our consolidated balance sheets as of May 31, 2022 and 2021 and our consolidated statements of cash flows for the years ended May 31, 2022, 2021 and 2020 was nominal.
83
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
4. |
FAIR VALUE MEASUREMENTS |
We perform fair value measurements in accordance with ASC 820. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at their fair values, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the assets or liabilities, such as inherent risk, transfer restrictions and risk of nonperformance.
ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset’s or a liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value:
|
|
• |
Level 1: quoted prices in active markets for identical assets or liabilities; |
|
|
• |
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or |
|
|
• |
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities. |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Our assets and liabilities measured at fair value on a recurring basis consisted of the following (Level 1 and Level 2 inputs are defined above):
|
|
|
May 31, 2022 |
|
|
May 31, 2021 |
|
||||||||||||||||||
|
|
|
Fair Value Measurements Using Input Types |
|
|
|
|
|
|
Fair Value Measurements Using Input Types |
|
|
|
|
|
||||||||||
|
(in millions) |
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Total |
|
||||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Time deposits and other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper debt securities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Our marketable securities investments consist of money market funds, time deposits and certain other securities. Marketable securities as presented per our consolidated balance sheets included debt securities with original maturities at the time of purchase greater than three months and the remainder of the debt securities were included in cash and cash equivalents. As of May 31, 2022 and May 31, 2021, substantially all of our marketable debt securities investments mature within one year. Our valuation techniques used to measure the fair values of our instruments that were classified as Level 1 in the table above were derived from quoted market prices and active markets for these instruments that exist. Our valuation techniques used to measure the fair values of Level 2 instruments listed in the table above were derived from the following: non-binding market consensus prices that were corroborated by observable market data, quoted market prices for similar instruments, or pricing models, such as discounted cash flow techniques, with all significant inputs derived from or corroborated by observable market data including reference rate yield curves, among others.
84
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
Based on the trading prices of the $
|
5. |
PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment, net consisted of the following:
|
|
|
Estimated |
|
May 31, |
|
|||||
|
(Dollars in millions) |
|
Useful Life |
|
2022 |
|
|
2021 |
|
||
|
Computer, network, machinery and equipment |
|
|
|
$ |
|
|
|
$ |
|
|
|
Buildings and improvements |
|
|
|
|
|
|
|
|
|
|
|
Furniture, fixtures and other |
|
|
|
|
|
|
|
|
|
|
|
Land |
|
— |
|
|
|
|
|
|
|
|
|
Construction in progress |
|
— |
|
|
|
|
|
|
|
|
|
Total property, plant and equipment |
|
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
|
|
( |
) |
|
|
( |
) |
|
Total property, plant and equipment, net |
|
|
|
$ |
|
|
|
$ |
|
|
|
6. |
INTANGIBLE ASSETS AND GOODWILL |
The changes in intangible assets for fiscal 2022 and the net book value of intangible assets as of May 31, 2022 and 2021 were as follows:
|
|
|
Intangible Assets, Gross |
|
|
Accumulated Amortization |
|
|
Intangible Assets, Net |
|
|
Weighted Average Useful Life(2) |
|
||||||||||||||||||||||||||||||||
|
(Dollars in millions) |
|
May 31, 2021 |
|
|
Additions & Adjustments, net (1) |
|
|
Retirements |
|
|
May 31, 2022 |
|
|
May 31, 2021 |
|
|
Expense |
|
|
Retirements |
|
|
May 31, 2022 |
|
|
May 31, 2021 |
|
|
May 31, 2022 |
|
|
|
||||||||||||
|
Developed technology |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
Cloud services and license support agreements and related relationships |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
Total intangible assets, net |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
(1) |
|
|
(2) |
|
85
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
As of May 31, 2022, estimated future amortization expenses related to intangible assets were as follows (in millions):
|
Fiscal 2023 |
|
$ |
|
|
|
Fiscal 2024 |
|
|
|
|
|
Fiscal 2025 |
|
|
|
|
|
Fiscal 2026 |
|
|
|
|
|
Fiscal 2027 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total intangible assets, net |
|
$ |
|
|
The changes in the carrying amounts of goodwill, net, which is generally not deductible for tax purposes, for our operating segments for fiscal 2022 and 2021 were as follows:
|
(in millions) |
|
Cloud and License |
|
|
Hardware |
|
|
Services |
|
|
Total Goodwill, net |
|
||||
|
Balances as of May 31, 2020 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Goodwill adjustments, net(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balances as of May 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill adjustments, net(1) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balances as of May 31, 2022 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
86
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
7. |
NOTES PAYABLE AND OTHER BORROWINGS |
Notes payable and other borrowings consisted of the following:
|
|
|
|
|
May 31, |
||||||||||
|
|
|
|
|
2022 |
|
2021 |
||||||||
|
(Amounts in millions) |
|
Date of Issuance |
|
Amount |
|
|
Effective Interest Rate |
|
Amount |
|
|
Effective Interest Rate |
||
|
Fixed-rate senior notes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
$ |
— |
|
|
N.A |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
— |
|
|
N.A |
|
|
|
|
|
|
|
$ |
|
|
|
|
— |
|
|
N.A |
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
€ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowings due August 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total senior notes and other borrowings |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
Unamortized discount/issuance costs |
|
|
|
|
( |
) |
|
|
|
|
( |
) |
|
|
|
Hedge accounting fair value adjustments(1)(3) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Total notes payable and other borrowings |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
Notes payable, current |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
Notes payable and other borrowings, non-current |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
(1) |
|
87
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
(2) |
|
|
(3) |
|
Future principal payments (adjusted for the effects of the cross-currency interest rate swap agreements associated with the July 2025 Notes) for all of our borrowings at May 31, 2022 were as follows (in millions):
|
Fiscal 2023 |
|
$ |
|
|
|
Fiscal 2024 |
|
|
|
|
|
Fiscal 2025 |
|
|
|
|
|
Fiscal 2026 |
|
|
|
|
|
Fiscal 2027 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total |
|
$ |
|
|
Senior Notes
Interest is payable semi-annually for the senior notes listed in the above table except for the Euro Notes for which interest is payable annually. We may redeem some or all of the senior notes of each series prior to their maturity, subject to certain restrictions, and the payment of an applicable make-whole premium in certain instances.
The senior notes rank pari passu with any other notes we may issue in the future pursuant to our commercial paper program (see additional discussion regarding our commercial paper program below) and all existing and future unsecured senior indebtedness of Oracle Corporation including the Revolving Credit Agreement and Bridge Credit Agreement, each as described further below. All existing and future liabilities of the subsidiaries of Oracle Corporation are or will be effectively senior to the senior notes, any future borrowings pursuant to the Revolving Credit Agreement and borrowings made on June 8, 2022 under the Bridge Credit Agreement, and any future issuances of commercial paper notes. We were in compliance with all debt-related covenants at May 31, 2022.
Credit Agreements
In March 2022, we entered into the following two credit agreements:
|
|
• |
a $ |
88
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
|
• |
a $ |
Each of the abovementioned credit agreements contains certain customary representations and warranties, covenants and events of default, including the requirement that the ratio of “Consolidated EBITDA” to “Consolidated Net Interest Expense” (each term as defined in the respective credit agreements) of Oracle and its subsidiaries shall not be less than
Commercial Paper Program and Commercial Paper Notes
Our existing $
|
8. |
RESTRUCTURING ACTIVITIES |
Fiscal 2022 Oracle Restructuring Plan
During fiscal 2022, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2022 Restructuring Plan). In the fourth quarter of fiscal 2022, our management supplemented the 2022 Restructuring Plan to reflect additional actions that we expect to take. The total estimated restructuring costs associated with the 2022 Restructuring Plan are up to $
Fiscal 2019 Oracle Restructuring Plan
During fiscal 2019, our management approved, committed to and initiated plans to restructure and further improve efficiencies in our operations due to our acquisitions and certain other operational activities (2019 Restructuring Plan). In fiscal 2021, our management supplemented the 2019 Restructuring Plan to reflect additional actions that we expected to take. Restructuring costs associated with the 2019 Restructuring Plan were
89
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
recorded to the restructuring expense line item within our consolidated statements of operations as they were incurred. We recorded $
Summary of All Plans
Fiscal 2022 Activity
|
|
|
Accrued May 31, 2021(2) |
|
|
Year Ended May 31, 2022 |
|
|
Accrued May 31, 2022(2) |
|
|
Total Costs Accrued to Date |
|
|
Total Expected Program Costs |
|
|||||||||||||||||
|
(in millions) |
|
|
|
Initial Costs(3) |
|
|
Adj. to Cost(4) |
|
|
Cash Payments |
|
|
Others(5) |
|
|
|
|
|
|
|
||||||||||||
|
Fiscal 2022 Oracle Restructuring Plan(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud and license |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Hardware |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fiscal 2022 Oracle Restructuring Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total other restructuring plans(6) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Total restructuring plans |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
Fiscal 2021 Activity
|
|
|
Accrued May 31, 2020 |
|
|
Year Ended May 31, 2021 |
|
|
Accrued May 31, 2021(2) |
|
|||||||||||||||
|
(in millions) |
|
|
|
Initial Costs(3) |
|
|
Adj. to Cost(4) |
|
|
Cash Payments |
|
|
Others(5) |
|
|
|
||||||||
|
Fiscal 2019 Oracle Restructuring Plan(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud and license |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Hardware |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Total Fiscal 2019 Oracle Restructuring Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Total other restructuring plans(6) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Total restructuring plans |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
Fiscal 2020 Activity
|
|
|
Accrued May 31, 2019 |
|
|
Year Ended May 31, 2020 |
|
|
Accrued May 31, 2020 |
|
|||||||||||||||
|
(in millions) |
|
|
|
Initial Costs(3) |
|
|
Adj. to Cost(4) |
|
|
Cash Payments |
|
|
Others(5) |
|
|
|
||||||||
|
Fiscal 2019 Oracle Restructuring Plan(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cloud and license |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Hardware |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
Total Fiscal 2019 Oracle Restructuring Plan |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Total other restructuring plans(6) |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
Total restructuring plans |
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
(1) |
|
90
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
(2) |
|
|
(3) |
|
|
(4) |
|
|
(5) |
|
|
(6) |
|
|
9. |
DEFERRED REVENUES |
Deferred revenues consisted of the following:
|
|
|
May 31, |
|
|||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
||
|
Cloud services and license support |
|
$ |
|
|
|
$ |
|
|
|
Hardware |
|
|
|
|
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
Cloud license and on-premise license |
|
|
|
|
|
|
|
|
|
Deferred revenues, current |
|
|
|
|
|
|
|
|
|
Deferred revenues, non-current (in other non-current liabilities) |
|
|
|
|
|
|
|
|
|
Total deferred revenues |
|
$ |
|
|
|
$ |
|
|
Deferred cloud services and license support revenues and deferred hardware revenues substantially represent customer payments made in advance for cloud or support contracts that are typically billed in advance with corresponding revenues generally being recognized ratably or based upon customer usage over the respective contractual periods. Deferred services revenues include prepayments for our services business and revenues for these services are generally recognized as the services are performed. Deferred cloud license and on-premise license revenues typically resulted from customer payments that related to undelivered products and services or specified enhancements.
|
10. |
LEASES, OTHER COMMITMENTS AND CERTAIN CONTINGENCIES |
Leases
We have operating leases that primarily relate to certain of our facilities, data centers and vehicles. As of May 31, 2022, our operating leases substantially have remaining terms of
Operating lease expenses totaled $
91
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
Maturities of operating lease liabilities were as follows as of May 31, 2022 (in millions):
|
Fiscal 2023 |
|
$ |
|
|
|
Fiscal 2024 |
|
|
|
|
|
Fiscal 2025 |
|
|
|
|
|
Fiscal 2026 |
|
|
|
|
|
Fiscal 2027 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total operating lease payments |
|
|
|
|
|
Less: imputed interest |
|
|
( |
) |
|
Total operating lease liability |
|
$ |
|
|
Unconditional Obligations
In the ordinary course of business, we enter into certain unconditional purchase obligations with our suppliers, which are agreements that are enforceable and legally binding and specify terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the payment. We utilize several external manufacturers to manufacture sub-assemblies, perform final assemblies and perform testing of our hardware products. We also obtain individual components for our hardware products from a variety of individual suppliers based on projected demand information. Such purchase commitments are based on our forecasted component and manufacturing requirements and typically provide for fulfillment within agreed upon lead-times and/or commercially standard lead-times for the particular part or product and have been included in the amounts disclosed below. Certain routine arrangements for other materials and goods that are not related to our external manufacturers and certain other suppliers and that are entered into in the ordinary course of business are not included in the amounts below, as they are generally entered into in order to secure pricing or other negotiated terms and are difficult to quantify in a meaningful way.
As of May 31, 2022, our unconditional purchase and certain other obligations were as follows (in millions):
|
Fiscal 2023 |
|
$ |
|
|
|
Fiscal 2024 |
|
|
|
|
|
Fiscal 2025 |
|
|
|
|
|
Fiscal 2026 |
|
|
|
|
|
Fiscal 2027 |
|
|
|
|
|
Thereafter |
|
|
|
|
|
Total |
|
$ |
|
|
As described in Note 7 above, as of May 31, 2022 we have senior notes and other borrowings that mature at various future dates and derivative financial instruments outstanding that we leverage to manage certain risks and exposures.
Guarantees
Our cloud, license and hardware sales agreements generally include certain provisions for indemnifying customers against liabilities if our products infringe a third party’s intellectual property rights. To date, we have not incurred any material costs as a result of such indemnifications and have not accrued any material liabilities related to such obligations in our consolidated financial statements. Certain of our sales agreements also include provisions indemnifying customers against liabilities in the event we breach confidentiality or service level requirements. It is not possible to determine the maximum potential amount under these indemnification agreements due to our
92
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
limited and infrequent history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.
Our Oracle Cloud Services agreements generally include a warranty that the cloud services will be performed in all material respects as defined in the agreement during the service period. Our license and hardware agreements also generally include a warranty that our products will substantially operate as described in the applicable program documentation for a period of one year after delivery. We also warrant that services we perform will be provided in a manner consistent with industry standards for a period of 90 days from performance of the services.
We occasionally are required, for various reasons, to enter into financial guarantees with third parties in the ordinary course of our business including, among others, guarantees related to taxes, import licenses and letters of credit on behalf of parties with whom we conduct business. Such agreements have not had a material effect on our results of operations, financial position or cash flows.
|
11. |
STOCKHOLDERS’ (DEFICIT) EQUITY |
Common Stock Repurchases
Our Board of Directors has approved a program for us to repurchase shares of our common stock. On December 9, 2021, we announced that our Board of Directors approved an expansion of our stock repurchase program by an additional $
Our stock repurchase authorization does not have an expiration date and the pace of our repurchase activity will depend on factors such as our working capital needs, our cash requirements for acquisitions and dividend payments, our debt repayment obligations or repurchases of our debt, our stock price, and economic and market conditions. Our stock repurchases may be effected from time to time through open market purchases or pursuant to a Rule 10b5-1 plan. Our stock repurchase program may be accelerated, suspended, delayed or discontinued at any time.
Dividends on Common Stock
During fiscal 2022, 2021 and 2020, our Board of Directors declared cash dividends of $
In June 2022, our Board of Directors declared a quarterly cash dividend of $
Accumulated Other Comprehensive Loss
The following table summarizes, as of each balance sheet date, the components of our AOCL, net of income taxes:
|
|
|
May 31, |
|
|||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
||
|
Foreign currency translation losses |
|
$ |
( |
) |
|
$ |
( |
) |
|
Unrealized losses on defined benefit plans, net |
|
|
( |
) |
|
|
( |
) |
|
Total accumulated other comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
93
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
12. |
EMPLOYEE BENEFIT PLANS |
Stock-Based Compensation Plans
Stock Plans
In fiscal 2021, we adopted the 2020 Equity Incentive Plan to replace the Amended and Restated 2000 Long-Term Equity Incentive Plan (the 2000 Plan) which provides for the issuance of long-term performance awards, including restricted stock-based awards, non-qualified stock options and incentive stock options, as well as stock purchase rights and stock appreciation rights, to our eligible employees, officers and directors who are also employees or consultants, independent consultants and advisers. In fiscal 2022, our stockholders, upon the recommendation of our Board of Directors (the Board), approved the adoption of the Amended and Restated 2020 Equity Incentive Plan (the 2020 Plan and, together with the 2000 Plan, the Plans), which increased the number of authorized shares of stock that may be issued under the 2020 Plan by
The total number of shares authorized under the 2020 Plan is (i)
As of May 31, 2022,
The vesting schedule for all awards granted under the Plans is established by the Compensation Committee of the Board. RSUs generally require service-based vesting of
PSOs granted under the 2000 Plan to our Chief Executive Officer and Chief Technology Officer in fiscal 2018 consisted of
94
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
In connection with certain of our acquisitions, we assumed certain outstanding restricted stock-based awards and stock options under each acquired company’s respective stock plans, or we substituted substantially similar awards under the Plans. These restricted stock-based awards and stock options assumed or substituted generally retained all of the rights, terms and conditions of the respective plans under which they were originally granted. As of May 31, 2022, stock options to purchase approximately
In fiscal 1993, the Board adopted the 1993 Directors’ Stock Plan (the Directors’ Plan), which provides for the issuance of RSUs and other stock-based awards, including non-qualified stock options, to non-employee directors. The Directors’ Plan has from time to time been amended and restated. Under the terms of the Directors’ Plan, 10 million shares of common stock are reserved for issuance (including a fiscal 2013 amendment to increase the number of shares of our common stock reserved for issuance by
The following table summarizes restricted stock-based award activity granted pursuant to Oracle-based stock plans for our last three fiscal years ended May 31, 2022:
|
|
|
Restricted Stock-Based Awards Outstanding |
|
|||||
|
(in millions, except fair value) |
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
||
|
Balance, May 31, 2019 |
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
|
|
|
$ |
|
|
|
Vested and issued |
|
|
( |
) |
|
$ |
|
|
|
Canceled |
|
|
( |
) |
|
$ |
|
|
|
Balance, May 31, 2020 |
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
|
|
|
$ |
|
|
|
Vested and issued |
|
|
( |
) |
|
$ |
|
|
|
Canceled |
|
|
( |
) |
|
$ |
|
|
|
Balance, May 31, 2021 |
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
|
|
|
$ |
|
|
|
Vested and issued |
|
|
( |
) |
|
$ |
|
|
|
Canceled |
|
|
( |
) |
|
$ |
|
|
|
Balance, May 31, 2022 |
|
|
|
|
|
$ |
|
|
The total grant date fair values of restricted stock-based awards that were vested and issued in fiscal 2022, 2021 and 2020 were $
95
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
The following table summarizes stock option activity, including SOs and PSOs, and includes awards granted pursuant to the Plans and stock plans assumed from our acquisitions for our last three fiscal years ended May 31, 2022:
|
|
|
Options Outstanding |
|
|||||
|
(in millions, except exercise price) |
|
Shares Under Stock Option |
|
|
Weighted-Average Exercise Price |
|
||
|
Balance, May 31, 2019 |
|
|
|
|
|
$ |
|
|
|
Granted and assumed |
|
|
|
|
|
$ |
|
|
|
Exercised |
|
|
( |
) |
|
$ |
|
|
|
Canceled |
|
|
( |
) |
|
$ |
|
|
|
Balance, May 31, 2020 |
|
|
|
|
|
$ |
|
|
|
Granted and assumed |
|
|
|
|
|
$ |
|
|
|
Exercised |
|
|
( |
) |
|
$ |
|
|
|
Canceled |
|
|
( |
) |
|
$ |
|
|
|
Balance, May 31, 2021 |
|
|
|
|
|
$ |
|
|
|
Granted |
|
|
|
|
|
$ |
|
|
|
Exercised |
|
|
( |
) |
|
$ |
|
|
|
Canceled |
|
|
|
|
|
$ |
|
|
|
Balance, May 31, 2022 |
|
|
|
|
|
$ |
|
|
|
|
Stock options outstanding that have vested and that are expected to vest as of May 31, 2022 were as follows:
|
|
|
Outstanding Stock Options (in millions) |
|
|
Weighted-Average Exercise Price |
|
|
Weighted-Average Remaining Contract Term (in years) |
|
|
Aggregate Intrinsic Value(1) (in millions) |
|
||||
|
Vested |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
Expected to vest(2) |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
(1) |
|
|
(2) |
|
Stock-Based Compensation Expense and Valuations of Restricted Stock-Based Awards
We estimated the fair values of our restricted stock-based awards that are solely subject to service-based vesting requirements based upon their market values as of the grant dates, discounted for the present values of expected dividends.
96
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
Stock-based compensation expense was included in the following operating expense line items in our consolidated statements of operations:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Cloud services and license support |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Hardware |
|
|
|
|
|
|
|
|
|
|
|
|
|
Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated income tax benefit included in provision for income taxes |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total stock-based compensation, net of estimated income tax benefit |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Tax Benefits from Exercises of Stock Options and Vesting of Restricted Stock-Based Awards
Total cash received as a result of stock option exercises was approximately $
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (Purchase Plan) that allows employees to purchase shares of common stock at a price per share that is
Defined Contribution and Other Postretirement Plans
We offer various defined contribution plans for our U.S. and non-U.S. employees. Total defined contribution plan expense was $
In the U.S., regular employees can participate in the Oracle Corporation 401(k) Savings and Investment Plan (Oracle 401(k) Plan). Participants can generally contribute up to
We also offer non-qualified deferred compensation plans to certain employees whereby they may defer a portion of their annual base and/or variable compensation until retirement or a date specified by the employee in accordance with the plans. Deferred compensation plan assets and liabilities were each approximately $
97
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
We sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumed through our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third-party trustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $
|
13. |
INCOME TAXES |
Our effective tax rates for each of the periods presented are the result of the mix of income and losses earned in various tax jurisdictions that apply a broad range of income tax rates. Our (provision for) benefit from income taxes varied from that computed at the U.S. federal statutory income tax rate for fiscal 2022, 2021 and 2020 primarily due to earnings in foreign operations, state taxes, the U.S. research and development tax credit, settlements with tax authorities, the tax effects of stock-based compensation, the Foreign Derived Intangible Income deduction and the tax effect of Global Intangible Low-Taxed Income. In addition, for fiscal 2021, our benefit from income taxes varied from the tax computed at the U.S. federal statutory income tax rate primarily due to a total net deferred tax benefit of $
In November 2021, the U.S. House of Representatives passed the “Build Back Better Act” budget reconciliation bill (the Bill). To date, the Bill has failed to advance in the Senate. If the Bill as currently drafted (or a modified version containing similar revenue provisions) were enacted, it would substantially increase U.S. taxes on corporations, including, among other changes, raising the level of U.S. tax on profits earned outside the U.S. and further restricting the deductibility of interest expense. Such changes, if enacted, likely would have a material adverse impact on our future tax liabilities and consolidated financial results.
The following is a geographical breakdown of income before income taxes:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Domestic |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Foreign |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
98
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
The (provision for) benefit from income taxes consisted of the following:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(Dollars in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Current provision: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
State |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Foreign |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total current provision |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Deferred benefit: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
State |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
Foreign |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Total deferred benefit |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total (provision for) benefit from income taxes |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Effective income tax expense (benefit) rate |
|
|
|
|
( |
|
|
|
|
|||
The (provision for) benefit from income taxes differed from the amount computed by applying the federal statutory rate to our income before income taxes as follows:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(Dollars in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
U.S. federal statutory tax rate |
|
|
|
|
|
|
|
|
|
|||
|
Tax provision at statutory rate |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Foreign earnings at other than United States rates |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net impact of intra-entity IP transfer |
|
|
|
|
|
|
|
|
|
|
|
|
|
State tax expense, net of federal benefit |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Settlements and releases from judicial decisions and statute expirations, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax contingency interest accrual, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Domestic tax contingency, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Federal research and development credit |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (provision for) benefit from income taxes |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
99
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
The components of our deferred tax assets and liabilities were as follows:
|
|
|
May 31, |
|
|||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
||
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
|
Accruals and allowances |
|
$ |
|
|
|
$ |
|
|
|
Employee compensation and benefits |
|
|
|
|
|
|
|
|
|
Differences in timing of revenue recognition |
|
|
|
|
|
|
|
|
|
Lease liabilities |
|
|
|
|
|
|
|
|
|
Basis of property, plant and equipment and intangible assets |
|
|
|
|
|
|
|
|
|
Tax credit and net operating loss carryforwards |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
|
|
|
|
|
|
|
Valuation allowance |
|
|
( |
) |
|
|
( |
) |
|
Total deferred tax assets, net |
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
|
Unrealized gain on stock |
|
|
( |
) |
|
|
( |
) |
|
Acquired intangible assets |
|
|
( |
) |
|
|
( |
) |
|
GILTI deferred |
|
|
( |
) |
|
|
( |
) |
|
ROU assets |
|
|
( |
) |
|
|
( |
) |
|
Withholding taxes on foreign earnings |
|
|
( |
) |
|
|
( |
) |
|
Other |
|
|
|
|
|
|
( |
) |
|
Total deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
|
Net deferred tax assets |
|
$ |
|
|
|
$ |
|
|
|
Recorded as: |
|
|
|
|
|
|
|
|
|
Non-current deferred tax assets |
|
$ |
|
|
|
$ |
|
|
|
Non-current deferred tax liabilities |
|
|
( |
) |
|
|
( |
) |
|
Net deferred tax assets |
|
$ |
|
|
|
$ |
|
|
We provide for United States income taxes on the undistributed earnings and the other outside basis temporary differences of foreign subsidiaries unless they are considered indefinitely reinvested outside the United States. At May 31, 2022, the amount of temporary differences related to undistributed earnings and other outside basis temporary differences of investments in foreign subsidiaries upon which U.S. income taxes have not been provided was approximately $
Our net deferred tax assets were $
The valuation allowance was $
100
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
subsequent to our final determination of the valuation allowance or the conclusion of the measurement period (as defined above), whichever comes first.
At May 31, 2022, we had federal net operating loss carryforwards of approximately $
We classify our unrecognized tax benefits as either current or non-current income taxes payable in the accompanying consolidated balance sheets. The aggregate changes in the balance of our gross unrecognized tax benefits, including acquisitions, were as follows:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Gross unrecognized tax benefits as of June 1 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Increases related to tax positions from prior fiscal years |
|
|
|
|
|
|
|
|
|
|
|
|
|
Decreases related to tax positions from prior fiscal years |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Increases related to tax positions taken during current fiscal year |
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlements with tax authorities |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Lapses of statutes of limitation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Cumulative translation adjustments and other, net |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Total gross unrecognized tax benefits as of May 31 |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
As of May 31, 2022, 2021 and 2020, $
Domestically, U.S. federal and state taxing authorities are currently examining income tax returns of Oracle and various acquired entities for years through fiscal 2020. Many issues are at an advanced stage in the examination process, the most significant of which include issues related to transfer pricing, domestic production activity, foreign tax credits, research and development credits, state economic nexus, and qualification as a state manufacturer. With respect to all of these domestic audit issues considered in the aggregate, we believe that it was reasonably possible that, as of May 31, 2022, our gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $
101
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
Internationally, tax authorities for numerous non-U.S. jurisdictions are also examining or have examined returns of Oracle and various acquired entities for years through fiscal 2021. Many of the relevant tax years are at an advanced stage in examination or subsequent controversy resolution processes, the most significant of which include issues related to transfer pricing and withholding tax. The manner in which those issues are resolved and the timing thereof could potentially result in a range of decreases or increases in our unrecognized tax benefits over the next 12 months. We believe it was reasonably possible that, as of May 31, 2022, the gross unrecognized tax benefits could decrease (whether by payment, release, or a combination of both) in the next 12 months by as much as $
We are under audit by the IRS and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters and are involved in various challenges and litigation in a number of countries, including, in particular, Australia, Brazil, Canada, India, Indonesia, Israel, Italy, Mexico, New Zealand, Pakistan, Saudi Arabia, South Korea and Spain, where the amounts under controversy are significant. In some, although not all, cases, we have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities or final outcomes in judicial proceedings, and we believe that the final outcome of these examinations, agreements or judicial proceedings will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state, and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it could result in a further charge to expense.
We believe that we have adequately provided under GAAP for outcomes related to our tax audits. However, there can be no assurances as to the possible outcomes or any related financial statement effect thereof.
|
14. |
SEGMENT INFORMATION |
We have
Our cloud and license business engages in the sale, marketing and delivery of our enterprise applications and infrastructure technologies through cloud and on-premise deployment models including our cloud services and license support offerings; and our cloud license and on-premise license offerings. Cloud services and license support revenues are generated from offerings that are typically contracted with customers directly, billed to customers in advance, delivered to customers over time with our revenue recognition occurring over the contractual terms, and renewed by customers upon completion of the contractual terms. Cloud services and license support contracts provide customers with access to the latest updates to the applications and infrastructure technologies as they become available and for which the customer contracted and also include
102
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
related technical support services over the contractual term. Cloud license and on-premise license revenues represent fees earned from granting customers licenses, generally on a perpetual basis, to use our database and middleware and our applications software products within cloud and on-premise IT environments. We generally recognize revenues at the point in time the software is made available to the customer to download and use, which typically is immediate upon signature of the license contract. In each fiscal year, our cloud and license business’ contractual activities are typically highest in our fourth fiscal quarter and the related cash flows are typically highest in the following quarter (i.e., in the first fiscal quarter of the next fiscal year) as we receive payments from these contracts.
Our hardware business provides infrastructure technologies including Oracle Engineered Systems, servers, storage, industry-specific hardware, operating systems, virtualization, management and other hardware-related software to support diverse IT environments. Our hardware business also offers hardware support, which provides customers with software updates for the software components that are essential to the functionality of their hardware products and can also include product repairs, maintenance services and technical support services that are typically delivered and recognized ratably over the contractual term.
Our services business provides services to customers and partners to help maximize the performance of their investments in Oracle applications and infrastructure technologies.
We do not track our assets for each business. Consequently, it is not practical to show assets by operating segment.
The following table presents summary results for each of our three businesses for each of fiscal 2022, 2021 and 2020:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Cloud and license: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues(1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Cloud services and license support expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Hardware: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Hardware products and support expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Services: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Services expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues(1) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Margin(2) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
103
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
(2) |
|
The following table reconciles total operating segment revenues to total revenues as well as total operating segment margin to income before income taxes:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Total revenues for operating segments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Cloud and license revenues(1) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Total margin for operating segments |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Cloud and license revenues(1) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Research and development |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
General and administrative |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Amortization of intangible assets |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Acquisition related and other |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Restructuring |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Stock-based compensation for operating segments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Expense allocations and other, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Non-operating (expenses) income, net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
Disaggregation of Revenues
We have considered information that is regularly reviewed by our CODMs in evaluating financial performance, and disclosures presented outside of our financial statements in our earnings releases and used in investor presentations to disaggregate revenues to depict how the nature, amount, timing and uncertainty of revenues and cash flows are affected by economic factors. The principal category we use to disaggregate revenues is the nature of our products and services as presented in our consolidated statements of operations, the total of which is reconciled to revenues from our reportable segments as per the preceding tables of this footnote.
The following table is a summary of our total revenues by geographic region:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Americas |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
EMEA(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia Pacific |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
104
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
The following table presents our cloud services and license support revenues by applications and infrastructure ecosystems:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Applications cloud services and license support |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Infrastructure cloud services and license support |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cloud services and license support revenues |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Geographic Information
Disclosed in the table below is geographic information for each country that comprised greater than three percent of our total revenues for any of fiscal 2022, 2021 or 2020:
|
|
|
As of and for the Year Ended May 31, |
|
|||||||||||||||||||||
|
|
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||||||||||||||
|
(in millions) |
|
Revenues |
|
|
Long-Lived Assets(1) |
|
|
Revenues |
|
|
Long-Lived Assets(1) |
|
|
Revenues |
|
|
Long-Lived Assets(1) |
|
||||||
|
United States |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Japan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other countries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
(1) |
|
|
15. |
EARNINGS PER SHARE |
Basic earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income for the period by the weighted-average number of common shares outstanding during the period, plus the dilutive effect of outstanding restricted stock-based awards, stock options, and shares issuable under the employee stock purchase plan as applicable pursuant to the treasury stock method. The following table sets forth the computation of basic and diluted earnings per share:
|
|
|
Year Ended May 31, |
|
|||||||||
|
(in millions, except per share data) |
|
2022 |
|
|
2021 |
|
|
2020 |
|
|||
|
Net income |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of employee stock plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Diluted earnings per share |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
Shares subject to anti-dilutive restricted stock-based awards and stock options excluded from calculation(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
105
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
|
16. |
LEGAL PROCEEDINGS |
Hewlett-Packard Company Litigation
On June 15, 2011, Hewlett-Packard Company, now Hewlett Packard Enterprise Company (HP), filed a complaint in the California Superior Court, County of Santa Clara against Oracle Corporation alleging numerous causes of action including breach of contract, breach of the covenant of good faith and fair dealing, defamation, intentional interference with prospective economic advantage and violation of the California Unfair Business Practices Act. The complaint alleged that when Oracle announced on March 22 and 23, 2011 that it would no longer develop future versions of its software to run on HP’s Itanium-based servers, it breached a settlement agreement signed on September 20, 2010 (the HP Settlement Agreement), resolving litigation between HP and one of Oracle’s former CEOs who had previously acted as HP’s chief executive officer and chairman of HP’s board of directors. HP sought a judicial declaration of the parties’ rights and obligations under the HP Settlement Agreement and other equitable and monetary relief. Oracle answered the complaint and filed cross-claims.
After a bench trial on the meaning of the HP Settlement Agreement, the court found that the HP Settlement Agreement required Oracle to continue to develop certain of its software products for use on HP’s Itanium-based servers at no cost to HP. The case proceeded to a jury trial in May 2016. On June 30, 2016, the jury returned a verdict in favor of HP on its claims for breach of contract and breach of the implied covenant of good faith and fair dealing and against Oracle on its cross-claims. The jury awarded HP $
After the trial court denied Oracle’s motion for a new trial, Oracle filed a notice of appeal on January 17, 2017. On February 2, 2017, HP filed a notice of appeal of the trial court’s denial of pre-judgment interest. Oral argument was held on May 27, 2021. On June 14, 2021, the Court of Appeal affirmed both the judgment against Oracle noted above, and the denial of pre-judgment interest. On June 29, 2021, Oracle filed a Petition for Rehearing with the Court of Appeal, which was denied on July 8, 2021. On July 26, 2021, Oracle filed a Petition for Review with the California Supreme Court, which was denied on September 29, 2021.
During fiscal 2022, Oracle remitted the entirety of the $
On January 27, 2022, Oracle filed a Petition for a Writ of Certiorari with the U.S. Supreme Court, which was denied on May 16, 2022. This matter is now concluded.
Derivative Litigation Concerning Oracle’s NetSuite Acquisition
On May 3 and July 18, 2017, two alleged stockholders filed separate derivative lawsuits in the Court of Chancery of the State of Delaware, purportedly on Oracle’s behalf. Thereafter, the court consolidated the two derivative cases and designated the July 18, 2017 complaint as the operative complaint. The consolidated lawsuit was brought against all the then-current members and one former member of our Board of Directors, and Oracle as a nominal defendant. Plaintiff alleged that the defendants breached their fiduciary duties by causing Oracle to agree to purchase NetSuite Inc. (NetSuite) at an excessive price. The complaint sought (and the operative complaint continues to seek) declaratory relief, unspecified monetary damages (including interest), and attorneys’ fees and costs. The defendants filed a motion to dismiss, which the court denied on March 19, 2018.
On May 4, 2018, our Board of Directors established a Special Litigation Committee (the SLC) to investigate the allegations in this derivative action. Three non-employee directors served on the SLC. On August 15, 2019, the SLC filed a letter with the court, stating that the SLC believed that plaintiff should be allowed to proceed with the derivative litigation on behalf of Oracle. After the SLC advised the Board that it had fulfilled its duties and obligations, the Board withdrew the SLC’s authority, except that the SLC maintained certain authority to respond to discovery requests in the litigation.
106
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
After plaintiff filed the July 18, 2017 complaint, an additional plaintiff joined the case. Plaintiffs filed several amended complaints, and filed their most recent amended complaint on December 11, 2020. The operative complaint asserts claims for breach of fiduciary duty against our Chief Executive Officer, our Chief Technology Officer, the estate of Mark Hurd (our former Chief Executive Officer who passed away on October 18, 2019), and two other members of our Board of Directors. Oracle is named as a nominal defendant. On December 11, 2020, the estate of Mark Hurd and the two other members of our Board of Directors moved to dismiss this complaint, and a hearing on this motion was held on February 16, 2021. On June 21, 2021, the court granted this motion as to the estate of Mark Hurd and one Board member and denied the motion as to the other Board member, who filed an answer to the complaint on August 9, 2021. On December 28, 2020, our Chief Executive Officer, our Chief Technology Officer, and Oracle as a nominal defendant filed answers to the operative complaint.
Expert discovery has concluded. On December 23, 2021, the Board member defendant brought a motion for summary judgment, and on May 20, 2022, the court granted this motion in part and denied this motion in part. This Board member remains a defendant in this case. Trial is scheduled to commence on July 18, 2022.
While Oracle continues to evaluate these claims, we do not believe this litigation will have a material impact on our financial position or results of operations.
Securities Class Action and Derivative Litigation Concerning Oracle’s Cloud Business
On August 10, 2018, a putative class action, brought by an alleged stockholder of Oracle, was filed in the U.S. District Court for the Northern District of California against us, our Chief Technology Officer, our then-two Chief Executive Officers, two other Oracle executives, and one former Oracle executive. As noted above, Mr. Hurd, one of our then-two Chief Executive Officers, passed away on October 18, 2019. On March 8, 2019, plaintiff filed an amended complaint. Plaintiff alleges that the defendants made or are responsible for false and misleading statements regarding Oracle’s cloud business. Plaintiff further alleges that the former Oracle executive engaged in insider trading. Plaintiff seeks a ruling that this case may proceed as a class action, and seeks damages, attorneys’ fees and costs, and unspecified declaratory/injunctive relief. On April 19, 2019, defendants moved to dismiss plaintiff’s amended complaint. On December 17, 2019, the court granted this motion, giving plaintiffs an opportunity to file an amended complaint, which plaintiff filed on February 17, 2020. On April 23, 2020, defendants filed a motion to dismiss, and the court held a hearing on this motion on September 24, 2020. On March 22, 2021, the court granted in part and denied in part this motion. The court dismissed the action as to one Oracle executive and the former Oracle executive. The court permitted plaintiff to proceed with only a narrow omissions theory against the remaining defendants. On April 21, 2021, defendants filed an answer to the complaint. On October 8, 2021, plaintiffs filed a motion for class certification, which the court granted on May 9, 2022. On May 23, 2022, defendants filed a petition in the Ninth Circuit Court of Appeals for permission to appeal the court’s order granting class certification, and plaintiffs filed an opposition on June 2, 2022. On June 3, 2022, the court “So Ordered” a stipulation by the parties, which vacated all dates in this case because the parties had reached an agreement to settle this action, subject to the court’s approval. On June 8, 2022, the Ninth Circuit Court of Appeals granted defendants’ unopposed motion to stay the petition for permission to appeal in light of the proposed settlement.
On February 12 and May 8, 2019, two stockholder derivative lawsuits were filed in the United States District Court for the Northern District of California. The cases were consolidated, and on July 8, 2019, a single plaintiff filed a consolidated complaint. The consolidated complaint brought various claims relating to the 10b-5 class action described immediately above. The parties agreed to stay the derivative case pending resolution of defendants’ motion to dismiss the securities case, which the court granted in part and denied in part on March 22, 2021.
Plaintiff filed an amended complaint on June 4, 2021. The derivative suit is brought by an alleged stockholder of Oracle, purportedly on Oracle’s behalf, against our Chief Technology Officer, our Chief Executive Officer, and the estate of Mark Hurd. Plaintiff claims that the alleged actions described in the class action discussed above caused harm to Oracle, and that defendants violated their fiduciary duties of candor, good faith, loyalty, and due care by
107
ORACLE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
May 31, 2022
failing to prevent this alleged harm. Plaintiff also brings derivative claims for violations of federal securities laws. Plaintiffs seek a ruling that this case may proceed as a derivative action, a finding that defendants are liable for breaching their fiduciary duties, damages, an order directing defendants to enact corporate reforms, attorneys’ fees and costs, and unspecified relief. On June 14, 2021, the court “so ordered” a stipulation from the parties, staying this case pending resolution of the 10b-5 action.
While Oracle continues to evaluate these claims, we do not believe these matters will have a material impact on our financial position or results of operations.
Other Litigation
We are party to various other legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business, including proceedings and claims that relate to acquisitions we have completed or to companies we have acquired or are attempting to acquire. While the outcome of these matters cannot be predicted with certainty, we do not believe that the outcome of any of these matters, individually or in the aggregate, will result in losses that are materially in excess of amounts already recognized, if any.
|
17. |
SUBSEQUENT EVENTS |
Acquisition of Cerner Corporation and Related Borrowings
On June 8, 2022, pursuant to the terms of the tender offer and applicable Delaware law, we acquired all of the outstanding shares of Cerner’s common stock and effectuated the merger of Cerner with and into a wholly-owned subsidiary of Oracle, and Cerner became an indirect, wholly-owned subsidiary of Oracle. The initial purchase accounting for this transaction has not yet been completed given the short period of time between the acquisition date and issuance of these consolidated financial statements and the financial results of Cerner will be included in our consolidated financial statements from the date of the acquisition. Refer to Note 2 above for more information about our acquisition of Cerner.
In connection with the acquisition of Cerner:
|
|
• |
we borrowed $ |
|
|
• |
we assumed $ |
108
|
Item 16. |
Form 10-K Summary |
None.
109
ORACLE CORPORATION
INDEX OF EXHIBITS
The following exhibits are filed or furnished herewith or are incorporated by reference to exhibits previously filed with the U.S. Securities and Exchange Commission.
|
|
|
|
|
Incorporated by Reference |
||||||||
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed By |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2.01§ |
|
|
8-K |
|
001-35992 |
|
2.1 |
|
12/21/21 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.01 |
|
|
8-K 12G3 |
|
000-51788 |
|
3.01 |
|
2/6/06 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.02 |
|
|
8-K |
|
001-35992 |
|
3.02 |
|
6/16/16 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.01 |
|
|
S-3 ASR |
|
333-166643 |
|
4.04 |
|
5/7/10 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.02 |
|
Indenture dated January 13, 2006, among Ozark Holding Inc., Oracle Corporation and Citibank, N.A. |
|
8-K |
|
000-14376 |
|
10.34 |
|
1/20/06 |
|
Oracle Systems Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.03 |
|
|
S-3 ASR |
|
333-142796 |
|
4.3 |
|
5/10/07 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.04 |
|
|
8-K |
|
000-51788 |
|
4.09 |
|
4/8/08 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.05 |
|
|
8-K |
|
000-51788 |
|
4.08 |
|
7/8/09 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.06 |
|
|
10-Q |
|
000-51788 |
|
4.08 |
|
9/20/10 |
|
Oracle Corporation |
|
110
|
|
|
|
|
Incorporated by Reference |
||||||||
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed By |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.07 |
|
|
S-4 |
|
333-176405 |
|
4.5 |
|
8/19/11 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.08 |
|
|
8-K |
|
000-51788 |
|
4.10 |
|
10/25/12 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.09 |
|
|
8-K |
|
001-35992 |
|
4.11 |
|
7/10/13 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10 |
|
|
8-K |
|
001-35992 |
|
4.12 |
|
7/16/13 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11 |
|
|
8-K |
|
001-35992 |
|
4.13 |
|
7/8/14 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12 |
|
|
8-K |
|
001-35992 |
|
4.13 |
|
5/5/15 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13 |
|
|
8-K |
|
001-35992 |
|
4.1 |
|
7/7/16 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.14 |
|
|
8-K |
|
001-35992 |
|
4.1 |
|
11/9/17 |
|
Oracle Corporation |
|
111
|
|
|
|
|
Incorporated by Reference |
||||||||
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed By |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.15 |
|
|
8-K |
|
001-35992 |
|
4.1 |
|
4/1/20 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.16 |
|
|
8-K |
|
001-35992 |
|
4.1 |
|
3/24/21 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.17 |
|
Description of Oracle Corporation’s Securities Registered Under Section 12 of the Exchange Act |
|
10-K |
|
001-35992 |
|
4.15 |
|
6/21/19 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.01* |
|
Oracle Corporation Deferred Compensation Plan, as amended and restated as of July 1, 2015 |
|
10-Q |
|
001-35992 |
|
10.01 |
|
9/18/15 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.02‡* |
|
Oracle Corporation Employee Stock Purchase Plan (1992), as amended and restated as of May 3, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.03* |
|
|
10-K |
|
001-35992 |
|
10.03 |
|
6/22/16 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.04* |
|
Amended and Restated 2000 Long-Term Equity Incentive Plan, as approved on November 15, 2017 |
|
8-K |
|
001-35992 |
|
10.04 |
|
11/17/17 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.05* |
|
|
10-Q |
|
001-35992 |
|
10.05 |
|
9/18/17 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.06* |
|
|
10-K |
|
001-35992 |
|
10.06 |
|
6/25/15 |
|
Oracle Corporation |
|
112
|
|
|
|
|
Incorporated by Reference |
||||||||
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed By |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.07* |
|
Form of Indemnity Agreement for Directors and Executive Officers |
|
10-Q |
|
000-51788 |
|
10.07 |
|
12/23/11 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.08* |
|
|
10-Q |
|
001-35992 |
|
10.09 |
|
3/18/19 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.09* |
|
|
10-Q |
|
001-35992 |
|
10.15 |
|
9/18/15 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.10* |
|
|
10-K |
|
001-35992 |
|
10.17 |
|
6/25/15 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.11* |
|
|
10-Q |
|
001-35992 |
|
10.16 |
|
9/18/17 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.12* |
|
|
8-K |
|
001-35992 |
|
10.15 |
|
7/7/21 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.13* |
|
|
10-Q |
|
001-35992 |
|
10.17 |
|
9/18/17 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.14* |
|
|
8-K |
|
001-35992 |
|
10.16 |
|
11/12/21 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.15* |
|
Form of Restricted Stock Unit Agreement under the 2020 Equity Incentive Plan for U.S. Employees |
|
10-Q |
|
001-35992 |
|
10.16 |
|
12/11/20 |
|
Oracle Corporation |
113
|
|
|
|
|
Incorporated by Reference |
||||||||
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed By |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.16§ |
|
|
10-Q |
|
001-35992 |
|
10.16 |
|
3/11/22 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.17§ |
|
|
10-Q |
|
001-35992 |
|
10.17 |
|
3/11/22 |
|
Oracle Corporation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.01‡ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.01‡ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.01‡ |
|
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive and Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.01† |
|
Section 1350 Certification of Principal Executive and Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101‡ |
|
Interactive Data Files Pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL: (1) Consolidated Balance Sheets as of May 31, 2022 and 2021, (2) Consolidated Statements of Operations for the years ended May 31, 2022, 2021 and 2020, (3) Consolidated Statements of Comprehensive Income for the years ended May 31, 2022, 2021 and 2020, (4) Consolidated Statements of Stockholders’ (Deficit) Equity for the years ended May 31, 2022, 2021 and 2020, (5) Consolidated Statements of Cash Flows for the years ended May 31, 2022, 2021 and 2020 and (6) Notes to Consolidated Financial Statements |
|
|
|
|
|
|
|
|
|
|
114
|
|
|
|
|
Incorporated by Reference |
||||||||
|
Exhibit No. |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed By |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104‡ |
|
The cover page from the Company’s Annual Report on Form 10-K for the year ended May 31, 2022, formatted in Inline XBRL and contained in Exhibit 101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Indicates management contract or compensatory plan or arrangement. |
|
§ |
Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the SEC or its staff upon its request. |
|
‡ |
Filed herewith. |
|
† |
Furnished herewith. |
115
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
ORACLE CORPORATION |
||
|
|
|
|
|
|
|
Date: June 21, 2022 |
|
By: |
|
/s/ Safra A. Catz |
|
|
|
|
|
Safra A. Catz |
|
|
|
|
|
Chief Executive Officer and Director |
|
|
|
|
|
(Principal Executive and Financial Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
|
Name |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/ Safra A. Catz |
|
Chief Executive Officer and Director |
|
June 21, 2022 |
|
Safra A. Catz |
|
|
|
|
|
|
|
|
|
|
|
/s/ William Corey West |
|
Executive Vice President, Chief Accounting Officer |
|
June 21, 2022 |
|
William Corey West |
|
|
|
|
|
|
|
|
|
|
|
/s/ Lawrence J. Ellison |
|
Chairman of the Board of Directors and Chief Technology Officer |
|
June 21, 2022 |
|
Lawrence J. Ellison |
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey O. Henley |
|
Vice Chairman of the Board of Directors |
|
June 21, 2022 |
|
Jeffrey O. Henley |
|
|
|
|
|
|
|
|
|
|
|
/s/ Awo Ablo |
|
Director |
|
June 21, 2022 |
|
Awo Ablo |
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey S. Berg |
|
Director |
|
June 21, 2022 |
|
Jeffrey S. Berg |
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Boskin |
|
Director |
|
June 21, 2022 |
|
Michael J. Boskin |
|
|
|
|
|
|
|
|
|
|
|
/s/ Bruce R. Chizen |
|
Director |
|
June 21, 2022 |
|
Bruce R. Chizen |
|
|
|
|
|
|
|
|
|
|
|
/s/ George H. Conrades |
|
Director |
|
June 21, 2022 |
|
George H. Conrades |
|
|
|
|
|
|
|
|
|
|
|
/s/ Rona A. Fairhead |
|
Director |
|
June 21, 2022 |
|
Rona A. Fairhead |
|
|
|
|
|
|
|
|
|
|
|
/s/ Renée J. James |
|
Director |
|
June 21, 2022 |
|
Renée J. James |
|
|
|
|
|
|
|
|
|
|
|
/s/ Charles W. Moorman IV |
|
Director |
|
June 21, 2022 |
|
Charles W. Moorman IV |
|
|
|
|
|
|
|
|
|
|
|
/s/ Leon E. Panetta |
|
Director |
|
June 21, 2022 |
|
Leon E. Panetta
|
|
|
|
|
|
/s/ William G. Parrett |
|
Director |
|
June 21, 2022 |
|
William G. Parrett |
|
|
|
|
|
|
|
|
|
|
|
/s/ Naomi O. Seligman |
|
Director |
|
June 21, 2022 |
|
Naomi O. Seligman |
|
|
|
|
|
|
|
|
|
|
|
/s/ Vishal Sikka |
|
Director |
|
June 21, 2022 |
|
Vishal Sikka |
|
|
|
|
|
|
|
|
|
|
116